No separate Application is required where 100% Subsidiary seeks Amalgamation with its Holding Company: NCLT Bengaluru Bench

In the recent ruling of National Company Law Tribunal[1]Bengaluru Bench (‘the Hon’ble NCLT’), the Bench has held that no separate application is required to be filed by the transferee company in case of merger of a wholly owned subsidiary company with its parent company by virtue of scheme of amalgamation.

Below we discuss the same in details along with analysis of the impact of the ruling. Read more

RBI proposed draft regulations for Cross Border Mergers by Somesh Lund

The Reserve Bank of India (RBI) on 28th April, 2017[1] proposed draft of Foreign Exchange Management (Cross border Merger) Regulations, 2017 under Foreign Exchange Management Act, 1999 in relation to cross border mergers and is accepting public comments till 9th May, 2017. These regulations cover merger, demerger, amalgamation or arrangements between Indian company (ies) and foreign company (ies).

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Companies Act now permits cross border mergers by Meenakshi Lakshmanan

Cross border merger is not a novel concept in the corporate arena. This concept has taken shape stage by stage. The origin of the cross border merger started with the foreign trade which extended to branch establishments in the foreign territory and later merging with entities of the foreign country. When it comes it Indian scenario, the initial step towards cross border mergers was taken in 2005 by the JJ Irani committee. The need for widening the scope of business internationally and the necessity of ensuring compliance with law is a mammoth task for all the jurisdictions to balance.

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SEBIs’ circular on Scheme of Arrangement: Aligning the compliances with the Companies Act, 2013, by Barsha Dikshit and Trupti Upadhyay

Introduction

 

After such a long wait of around 3 months since the enforcement of provisions of the Companies Act, 2013 (‘Act, 2013’) dealing with Compromise or arrangements, Securities of Exchange Board of India (‘SEBI’) finally came up with a Circular [1]dated March 10, 2017 (‘the Circular’) aligning the provisions to be followed by listed companies pertaining to the Scheme of Arrangements with the provisions of the Act, 2013. Provisions of the Act, 2013 dealing with the Compromise and arrangements have already been enforced by MCA. However, since nothing had been Read more