It allows a large company to split into various business units. Some points i need to highlight about companies act 20 that there are some topics which are very important for ca ipcc examination. The companies act is the primary legislation governing all companies in india. See section 1 3 and 4 arrangement of sections section part ipreliminary i short title and commencement. With a change in the domestic and international economic landscape, the govt of india decided to replace the companies act 1956 with a new legislation. The 20 act also introduces new concepts such as one person company, small company, dormant company and corporate social responsibility csr etc. Companies act 1956, 20 pdf bare act, bare act pdf, law. The companies act, 20, endeavors to make the corporate regulations in india more contemporary. After a run of around 56 years, the indian companies act, 1956 1956 act is now in the process of being substituted by a new law. Fast track merger under the companies act, 20 author. In this article, we will focus on the meaning and features of a company. The 20 act introduces a change in the definition for a private company, interalia, the new requirement increases the limit of the number of members from 50 to 200.
The 20 act features some new provisions in the area of mergers and acquisitions, apart from making certain changes from the existing provisions. The 1956 act has been in need of a substantial revamp for quite some time now, to make it more contemporary and relevant to corporates, regulators and other stakeholders in india. Hey guys i am writing a blog specially for summary notes on companies act 20 for ca ipcc students. All corporate transactions, be it mergers, primarysecondary acquisitions or private equity funding, have to be implemented in accordance with the provisions of the companies act, 20, read with the rules framed thereunder. Select or drag your files, then click the merge button to download your document into one pdf file. The companies act, 20 has been notified in the official gazette on 30th august, 20.
Highlights of new companies act 20 corporate law forum. Fast track merger process involves approval from the following person. Similar provisions have been given under section 235 and 236 of the companies act 20. Background the companies act, 1973 was largely based on the british model of company law and made no provision for the combination of business entities by way of a. Companies act 1956, takeoveracquisition of shares of unlisted companies was dealt under section 395 which provided for both power as well as duty of the acquirer company to acquire the shares of the target company. Different provisions of the companies amendment act, 2017 including any amendments, references in any provisions there in, shall come into force on such date or dates as the central government may, by notification in the official gazette appoints. Corporate law take over and acquisition of companies. Renuka kumar t he companies act, 20 has given due recognition to the profession of company secretaries and under the new regime they will constitute a vital link between the company, board of directors. This is a landmark legislation with farreaching consequences on all companies. The new companies bill 2012 bill was approved by the lok sabha the lower house of.
The companies act, 20 companies act is one of the landmark legislations enacted in recent years to bring forth transparency, ease of doing business and protecting rights of minority shareholders. This chapter will focus on the rationale behind the introduction of statutory mergers under the companies act no. Gazetted 29th december, 2004 enacted by the legislature of the virgin islands as follows. If you agree then only proceed to download companies act 20 pdf. Immediate changes in letterhead, bills or other official communications, as if full name, address of its registered office, corporate identity. Government makes rules relating to merger or amalgamation. Be it enacted by parliament in the sixtyfourth year of the republic of india as follows. Merger or amalgamation of company with foreign company. The act consolidates and amends the law relating to companies. Section i on 15th september, 2015 all other provisions. Salient features of the companies act 20 includes one person company and.
Read both companies act 201956 in a unique manner with inbuilt links to rules, sections etc. The pdf file you are about to download is not created by writinglaw. Highlights on new indian companies act, 20 corporate. Companies act, 20 analysis of important provisions. Section 234 provides for scheme of mergers and amalgamations between a company registered under the act and a foreign company and vice versa. Highlights of the companies amendment act, 2019 icsi. A demerger under companies act 20, can be defined as corporate restructuring in which a business breaks into components. Amalgamations of the companiesact, 20 act applicable section. The companies act, 20 provides a fast track merger for small companies or holding and subsidiary companies.
The act introduces significant changes in the provisions related to governance, emanagement, compliance and enforcement, disclosure norms, auditors, mergers and acquisitions, class action suits. It brings in a whole new set of expected and unexpected changes to the existing regime governing indian company law. September 20 chartered secretary articles a 325 376 p1022 the companies act, 20 and company secretaries ms. Key highlights of new indian companies act 20 advisorkhoj. Supervisory insights summer 20 s uccessful execution of mergers and acquisitions among financial institutions requires significant attention to detail, to ensure that the systems of the surviving institution function in a way that is consistent with laws, regulations. Merger and amalgamation of companies effective from 15th december, 20161 where an application is made to the tribunal under section 230 for the sanctioning of a compromise or an arrangement proposed between a company and any such persons as are mentioned in that section, and it is shown to the tribunal a that the compromise or arrangement has been proposed for the. While the changes are aimed at simplifying and rationalising the procedures involved, the new provisions are also aimed at ensuring higher accountability for the company and majority shareholders and increasing flexibility for. Rule 25 companies compromises, arrangements and amalgamations rules, 2016 effective. Companies act, 20 new rules of the game 5 companies act, 20 background companies act, 20 20 act has been assented by the president of india on 29 august 20 and published in official gazette on 30 august 20.
The companies act, 20, new act in its new avatar, mirrors several changes when compared to the law contemplated under the companies act, 1956 old act. Some of the provisions have been implemented on 12th september, 20. The companies act 20 makes comprehensive provisions to govern all listed and unlisted companies in the country. The 20 act will set the tone for a more modern legislation which enables growth and greater regulation of the corporate sector in india. Ppt companies act,20 powerpoint presentation free to. The indian companies act 20 replaced the indian companies act, 1956. The government, in consultation with the reserve bank of india rbi has also inserted rule 25a2 to amend the companies compromises. Combines pdf files, views them in a browser and downloads. The companies act 20 proposes a fast track and simplified procedure for mergers and. The companies act, 20 the act was enacted with a view to consolidate and amend the law relating to companies.
Merger and amalgamation of companies the act makes provision for cross border amalgamations between indian companies and companies incorporated in the jurisdictions of such countries as may be notified from time to time by the central government. Presidents assent on 29 th august 20 law to be operational in phases o 98 sections notified on 12 th september 20 corresponding sections of companies act, 1956 ceased to have effect from that date o no transitional provisions draft rules and corresponding forms issued. A small company has been defined as a company, other than a public company. The companies act, 20 passed by the parliament has received the assent of the president of india on 29th august, 20. The companies act, 20 20 act was assented by the president of india on 29 august 20 and published in the official gazette on 30 august 20. The companies act 20 implemented many new sections and repealed the relevant corresponding sections of the companies act 1956.
Power to acquire shares of shareholders dissenting from scheme or contract approved by majority. Provisions relating to merger, amalgamation and windingup, etc. Extract of the annual return which covers matters such as indebtedness shareholding pattern details of promoters directors and kmp and changes therein details of. These components can operate as a separate unit or can be sold or can be liquidated. Bvi business companies act 2004 british virgin islands. An act to consolidate and amend the law relating to companies. The companies act was, in many ways, perceived as a reaction to the satyam scam which uncovered several aspects of corporate fraud that inter alia diminished minority shareholder rights. Mob 9810037364 a free powerpoint ppt presentation displayed as a flash slide show on id. The companies act 20 passed by the parliament has received the assent of the president of india on 29th august, 20. Merger and amalgamation under companies act, 20 by. The act introduces significant changes in the provisions related to governance, emanagement, compliance and enforcement, disclosure norms, auditors, mergers. The 20 act has streamlined as well as introduced concepts such as reverse mergers merger of foreign companies with. Where an application is made to the tribunal under section 230 for the sanctioning of a compromise or an arrangement proposed between a company and any such persons as are mentioned in that section, and it. The act introduces significant changes in the provisions related to governance, e management, compliance and enforcement, disclosure norms, auditors, mergers.