Description
Bharat Law House Pvt. Ltd. Guide to Mergers, Amalgamations and Takeovers by D.K. Jain CS Abha Jaiswal
Chapter 1 Compromises, Arrangements and Amalgamations
Chapter 2 Compromise or Arrangements
Chapter 3 Enforcement of Compromise or Arrangement
Chapter 4 Merger and Amalgamation
Chapter 5 Merger or Amalgamation of Certain Companies on Fast Track Route
Chapter 6 Merger or Amalgamation with Foreign Company
Chapter 7 Acquisition of Shares of Dissenting Shareholders
Chapter 8 Purchase of Shares from Minority Shareholders
Chapter 9 Amalgamation in Public Interest
Chapter 10 Scheme Relating to Transfer of Shares
Chapter 11 Preservation of Books & Papers
Chapter 12 Offences Committed Prior to Merger
Appendix 1 Verification of Status of the Transferor and Transferee Companies before Proceeding Ahead for Scheme of Arrangement/Merger and Amalgamation
Appendix 2(1) Tentative Timeline for Various Activities for Approval of Scheme of Arrangement/Merger for Seeking Approval of the Hon’ble National Company Law Tribunal u/s 230-232 of the Companies Act, 2013
Appendix 2(2) Tentative Timeline for Various Activities for Approval Scheme of Arrangement/Merger for Seeking Approval of the Central Government (Regional Director) u/s 233 of the Companies Act, 2013
Appendix 2(3) Common Check List for Attachment of Documents alongwith the Scheme for First Stage Application to NCLT u/s 230-232
Appendix 2(4) Cross Verification of the Documents/Application and Scheme
Appendix 2(5) Requirement for Filing of Forms to the RoC
Appendix 2(6) Requirement for Filing of Documents with the NCLT
Appendix 3 Specimen Resolutions under sections 230-232 of the Companies Act, 2013
Appendix 4 Specimen Consents
Appendix 5 Specimen of the Auditors Certificate for the Scheme of Arrangement/Merger and Amalgamation
Appendix 6 Specimen Notices to be published under sections 230-232 of Companies Act, 2013
Appendix 7 Specimen Notices to ROC, etc. and specimen of additional information that may be called for
Appendix 8 Specimen Affidavits under sections 230-232 of the Companies Act, 2013
Appendix 9 Specimen Schemes on Merger/Demerger/ Amalgamation/Hive-off
Appendix 10 Specimen Applications under sections 230-232 of Companies Act, 2013
Appendix 11 Specimen of Petition for seeking approval for Scheme of Arrangement for Demerger before the Hon’ble Tribunal
Appendix 12 Meeting of the Creditors
Appendix 13 Other Specimens
Appendix 14 Specimen Agreements, Resolutions and Public Announcement
Appendix 15 Due Diligence of Mergers and Amalgamation
Appendix 16 Activity Schedule for a Merger/Amalgamation
Appendix 17 Statutory provisions under Companies Act alongwith relevant Circulars and Notifications
Appendix 18 Relevant National Company Law Tribunal Rules
Appendix 19 Reserve Bank of India Regulations — FEMA (Cross Border Merger) Regulations, 2018
Appendix 20 Provisions related to the Amalgamation, merger and demerger under the Income Tax Act, 1961
Appendix 21 Accounting Standard (AS) 14
Appendix 22 Merger and Acquisitions under the Competition Act, 2002
Appendix 23 SEBI Regulations, Stock Exchange Circulars and Guidelines
Appendix 24 Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011