Concerns on Going Concern: Proposed amendments in Liquidation Regulations need relook

–  Vinod Kothari


The possibility of going concern sales in liquidations, visualised by Adjudicating Authorities in several early cases, got a regulatory recognition vide IBBI (Liquidation Process) (Second Amendment) Regulations, 2018. Since then, there has been a lot of work on how exactly will going concern sale work in liquidation. Our previous write- ups on going concern sale are Liquidation sale as going concern: The concern is dead, long live the concern! and Enabling Going Concern Sale in Liquidation. IBBI itself has organised several meetings around this; there have been meetings organised by other groups such as Society of Insolvency Practitioners of India (SIPI).


Recently, the IBBI released a draft of the amendments to the Liquidation Regulations[1], which includes regulatory amendments pertaining to going concern sale as well.


This Note highlights the need to have a relook at these proposed amendments, in context of going concern sale.

Read more

Cross-Breeding of Entities: NCLT upholds the view!

Pammy Jaiswal

Partner, Vinod Kothari and Company



Even though each time when law is amended, the stakeholders do expect the change will be a gap filing exercise or a step towards making it more liberal or strict, as the case may be. However, sometimes such amendment comes with a lacuna. Earlier under the Companies Act, 1956 (‘Act, 1956’), sections 391 – 394 dealt with the provisions of compromises, arrangements, amalgamation and reconstruction. The said provisions were re-casted under the Companies Act, 2013 (‘Act, 2013’) under sections 230 – 234. The said provision under the Act, 2013 suffers from a significant gap.

This write-up is an attempt to foreclose the lacuna under the new provision under law and how the quasi-judicial body has correctly interpreted the said gap in law. Read more

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).

Read more

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.

Read more

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



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