The mca had already notified the suite of sections relating to compromises, arrangements and amalgamations on 7 december 2016. Government makes rules relating to merger or amalgamation. Interest penalty under section 234a, 234b and 234c of income. Similarly, another type of company incorporated under the companies act, 1956 is section 25 companies. Where, on perusing any document which a company is required to. Definition of foreign country amended by proclamation 234 of 1978. However, section 232 of the 20 act does not contain the same clause as had been provided under the erstwhile 1956 act. Statute book, section 209a was no where on the scene. Companies act, 1956 bare acts law library advocatekhoj. Resolved that pursuant to section 3141b read with the directors relatives office or place of profit rules, 2003 and other applicable provisions of companies act, 1956, if any, and subject to the approval of the members of the company in the general meeting and the central government, and upon the approval of the selection committee of the. Regarding voluntary winding up, while the companies act, 1956 distinguished between a members voluntary winding up.
Section 232 deals with mergers and amalgamation including demergers. The central government may, where a report has been made by the registrar under sub section 6 of section 234, or under sub section 7 of that section, read with sub section 6 thereof, appoint one or more competent persons as inspectors to investigate the affairs of a company and to report thereon in such manner as the central government may direct. Lien is not defined in the companies act, but the contract act refers to bankers lien or general lien. Section 233 deals with amalgamation of small companies also called fast track mergers 4. Merger or amalgamation of company with foreign company. Damle path, off law college road, erandwane, pune 411004, maharashtra, india petitioner company transferee company notice of hearing of petition the company scheme petition under section 234 read with section 230 to 232 of the. Companies act 2006, section 234 is up to date with all changes known to be in force on or before 16 may 2020. Default in complying with requirements as to private companies.
In case of exercise of such lien, company will have to create a charge as per section 77 of companies act 20. Section 234 of the 20 act permits a foreign company to merge with a company registered under the 20 act and vice versa. Companies act 71 of 2008 english text signed by the president assented to. Definitions of company, existing company, private company and public company 4. A curious case of public interest in indian corporate law. Oct 05, 2017 higher the risk more is the profit of any concern.
Part iv shares, debentures and charges sections 43. However, section 234 which enables crossborder mergers was not brought into force. With the introduction of section 234 in the act, the government eases the operations of a foreign company by allowing crossborder mergers both ways. However, if you forget or delay the payment, you are penalized in the form of interest under section 234b of the income tax act. Mar 01, 2017 cross border merger under companies act, 1956 foreign company can be only transferor co. Section 264 consent of candidate for directorship to be filed with the company and consent to act as director to be filed with the registrar. Advance tax is usually payable when your tax liability exceeds rs.
Companies act, 1882 6 of 1882, or in table a in the first schedule annexed to the. Power to acquire shares of shareholders dissenting from scheme or contract approved by majority effective from 15th december, 20161 where a scheme or contract involving the transfer of shares or any class of shares in a company the transferor company to another company the transferee company has, within four months after making of an offer in that behalf by the transferee. Omission of berhad in name of charitable and other companies. Section 75 of the companies act personal financial interest. Section 25 companies in the companies act, 1956 advisory. Here is the pdf file for companies act, 20 and 1956. Analysis of section 234 of companies act, 20 taxguru. In this section and sections 387b, 387c, 397 and 401, unless the contrary intention appears financial statements means the financial statements of a company required to be prepared by the accounting standards and, in the case of a parent company, means the consolidated financial statements.
Notification of rules for amalgamations involving foreign. Merger or amalgamation of a company with a foreign company is notified vide notification no. The merger of the transferor company under this scheme of amalgamation will be effected as a scheme under sections 230 to 232 of the companies act, 20 read with section 234of t he companies act, 20and provisions of the other applicable laws. Only recently, on december 7, 2016, merger related provisions of the act i. Under section 234, companies act, 20 foreign company indian company notified by cg now indian co. The duty governed in section 75 is similar to but much wider in its application than under section 234 of the previous companies act, no. Companies act 1956, 20 pdf bare act, bare act pdf, law. Another key feature of section 234 is that the terms. Companies amendment act 3 of 2011 act to provide for the incorporation, registration, organisation and management of companies, the capitalisation of profit companies, and the registration of offices of. Changes that have been made appear in the content and are referenced with annotations. In exercise of the powers conferred by sub section 1 of section 233b of the companies act, 1956 1 of 1956, the central government, being of the opinion that it is necessary to do so, hereby directs that all companies to which the companies cost accounting records rules, 2011 apply, and which are engaged in the production, processing. You can view a specific section, or view all sections grouped by chapters. Act, 20 and continuance of forms under the provisions of companies act, 1956. Under the companies act, 1956, cross border mergers were restricted to indian transferee companies.
The companies act, 20 ministry of corporate affairs. Section 234 of the act provides for amalgamation of a foreign company incorporated in notified jurisdiction with a company incorporated under the provisions of the act or under the provisions of the earlier companies act, including companies act, 195656 incorporated in any act and vice versa. Section 263a sections 177, 255, 256 and 263 not to apply in relation to companies not carrying business for profit, etc. Section 75 applies to registered directors and alternate directors, i. An act to consolidate and amend the law relating to companies and certain other associations. And obviously, this mode of winding up was out of the scene in the companies act, 20. Since merger of a foreign llp into an indian company is permitted under section 234 of the 20 act, it would not be appropriate to assume that an indian llp cannot be merged into an indian company. Cg may make the rules, in consultation with rbi prior approval of. Power of registrar to call for information or explanation. Sections 230233, 235240 of the act were made effective which replaced similar provisions of the companies act, 1956 1956 act. A detailed view about section 25 company has been illustrated as under a introduction. Under the laws of the states of minnesota, this transaction will be characterised. Updated and amended bare acts in pdf format of companies act 1956 and companies act 20. Section 233b of the companies act, 1956 audit of cost.
The central government may, where a report has been made by the registrar under sub section 6 of section 234, or under sub section 7 of that section, read with sub section 6. Section 234 in the companies act, 1956 indian kanoon. Change from public to private and from private to public company. Section 234 deals with amalgamation with foreign company also called cross border mergers 5. Dec 16, 2010 according to me the reason being section 255 of the companies act, 1956 clearly stipulates that unless the articles provide for the retirement of all the directors, 23rd of the total number of directors shall be the one who shall be liable to retire by rotation at every agm of the company. Section 234 1 in the companies act, 1956 1 where, on perusing any document which a company is required to submit to him under this act, the registrar is of opinion that any information or explanation is necessary 1 with respect to, any matter to which such document purports to relate, he may, by a written order, call on the company. Section 235 of companies act, 20 corporate law reporter. Notification of rules for amalgamations involving foreign companies. Jan 20, 2011 the advantages of section 25 companies over other companies registered under companies act are discussed below. Company auditors and liquidators to be approved by minister charged with responsibility for finance. Section 25 companies under companies act 1956 legal news.
889 560 510 371 1290 513 234 1360 1518 870 21 33 593 947 1104 1450 298 880 756 9 721 1352 1005 593 389 907 1153 911 968 811 1001 169 911 1133 1188