Fast Track Mergers: The Companies Act, 2013 has separate provisions of fast track merger under Section 233 of Companies Act, 2013. Penn Central was a combination of three railroads: the Pennsylvania Railroad (PRR), New York Central Railroad (NYC) and the New York, New Haven and Hartford Railroad (NH). The Ministry of Corporate Affairs, vide notification dated 15 December 2016, has notified Section 233 of the Companies Act, 2013 (Act).This section introduces the new concept of ‘Fast-Track Merger’ (FTM) with a simplified procedure for mergers and amalgamations of certain classes of companies which include small companies as well as … 2. WHO CAN UNDERGO THE PROCESS OF FAST TRACK MERGER The following companies are eligible to undergo the process of merger and amalgamation under section 233: Fast Track Merger under the Companies Act, 2013; What are Mergers and Acquisitions? Provisions relating to merger, amalgamation and winding-up etc. The Companies Act, 2013, (the Act) vide Section 233 read with Rule 25 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, introduced the concept of ‘Fast Track Merger… The Companies Act, 2013 has introduced the ingenious concept of fast track merger for Small Companies and merger of Holding companies with its wholly owned Subsidiary Companies. This is the first significant change to merger and amalgamations regime over the last six decades which has sub-served the need of simplification of procedure. The National Company Law Tribunal must approve all such schemes. Merger is a kind of arrangement under Section 230 of the Companies Act 2013, which takes place through the consolidation of shares of different classes and then its division into separate classes. required under 2013 Act to be performed by a Registered Valuer Measures for investor protection Synopsis of Provisions Notified with Respect to Compromises Andamalgamations Preamble A. TML Drivelines Limited (formerly known as H.V. Introductions of “Fast track business merger ” No such provision; Newly introduced simplified procedure for amalgamation or merger between (i) Holding company and its wholly owned subsidiary (ii) Two or more small companies. 2. Only public companies who enjoy the relation of holding and wholly owned subsidiary, can take the benefit under this Section. application for merger of Holding and Subsidiary Companies under the section 232 of the Companies Act, 2013. The following Transferee Companies availed of the benefit of Section 233 of the companies Act, 2013: 1. Submission of Notice. UNDER SECTION 230 TO 232 OF COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 1. The New York, New Haven and Hartford was merged into Penn Central in 1969. 6: Merger of a Listed Company into Unlisted Company The Companies Act, 2013 requires that in case of merger between a listed transferor company and an unlisted transferee company, the transferee company would continue to be unlisted until it becomes listed. A. It will help the two companies to put forward their steps towards their goal at earliest. Please refer to the structure of companies I have attached in Image, for better understanding of my queries. c. Companies Act, 2013 (2013 Act) has been assented by ... • Fast track merger for small companies and between holding company and its wholly owned subsidiary ... • Any valuation of shares / assets etc. The new Companies Act, 2013, governs companies in India. Ministry has issued Guidelines for "Fast Track Exit (FTE) Mode" to give opportunity to the defunct companies to get their names struck off from the register under Section 560 of the Companies Act, 1956 in time bound manner. Mergers and Acquisitions are transactions that involve the combination of two or more organizations into one. A Merger is defined as a deal between companies, creditors and shareholders in order to merge two separate companies into one. The framework or Fast track Merger under Companies Act, 2013. Corporate houses have always favoured mergers and acquisitions as the means to infuse more resources and scale up their operations. 3. 25 Merger or Amalgamation of certain companies:-. Corporate restructuring in India is also governed under the Companies Act, 2013, which incorporates the detailed regulations for corporate restructuring, including corporate amalgamation or demerger. It is required to keep all books of accounts, other relevant books, papers and financial statements at the registered office of the company. The Company Secretary of the ETERNAL Ltd., states that company cannot apply for merger under section 232 of the said Act. Section 233 of the CA, 2013 deals with the concept of a fast track merger of two or more small companies or merger of a holding company and its wholly-owned subsidiary or such other class of companies as may be prescribed. This is the first significant change to merger and amalgamations regime in the last six decades, with the previous Companies Act having been in place since 1956. The Companies Act, 2013 has introduced the ingenious concept of fast track merger for Small Companies and merger of Holding companies with its wholly owned Subsidiary Companies. I have few queries relating to fast track mergers feature which was made available by Companies Act 2013 u/s 233, which allows companies to go for Merger and Acquistion without involvement of Court. The present Act does not permit this form of merger in view of the specific definition of company under section 390(a) of the Companies Act. However, the 2013 Act now incorporates the provision fast track merger between two companies. This is the first significant change to merger and amalgamations regime over the last six decades which has sub-served the need of simplification of procedure. Coming to your question, the first thing to understand is that Section 233 of the Companies Act, 2013 is the one that deals with the Fast Track Mergers of 2 or more Companies. Let’s understand it by way of a chart. 1. 233 and 235 to 240 of the Companies Act 2013 (‘CA 2013’) and CR Rules relate to procedure for reduction of ... company and its wholly owned subsidiary company or such other class or classes of companies as may be prescribed under section 233 of CA, 20133 (Fast track merger) S. No. are made effective under Companies Act, 2013 On 7 December 2016, the Ministry of Corporate Affairs (MCA) issued a notification1, whereby certain sections of the Companies Act, 2013 (‘New Act’) were notified to come into force. 180 of the Companies Act, 2013, a sale of an undertaking (as defined) requires a Special Resolution of the Members. The Companies Act, 2013 provides a fast track merger for small companies or holding and subsidiary companies. C. CONCLUSION: The Companies Act, 2013 has brought many enabling provisions with regard to mergers and amalgamations, especially with respect to time-bound and single-window clearances, enhanced disclosures, disclosures to various regulators, simplified procedures. Filing of the Scheme. We discuss the process of a fast-track merger in latter part of this article. In order to streamline the process of merger or amalgamation, Companies Act, 2013 (the Act) has brought in simplified procedures to enable the same. Fast Track Merger (FTM) is a new concept introduced under the Companies Act, 2013. The Companies Bill, 2013 proposes a fast track and simplified procedure for mergers and amalgamations of certain class of companies such as holding and subsidiary, and small companies. Section 233 of the Companies Act, 2013 introduces the globally accepted concept of ‘Fast Track Merger Process’ which introduces a slightly simpler procedure for mergers and amalgamations of certain classes of companies including small companies, holding and subsidiary companies. These sections amongst others, relate to: The Ministry of Corporate Affairs (MCA) has notified Section 234 of Companies Act, 2013 (Companies Act), which specifically deals with cross-border mergers concerning merger or amalgamation of an Indian company with a foreign company and vice-versa, and has come into effect from April 13, 2017. There was a long felt need to simplify and fast track the procedure for mergers between holding and its wholly owned subsidiary company and between small companies where interest of third parties is not significant. The Companies Act, 2013 by introducing fast track merger has simplified the procedure for mergers and amalgamations of a particular class of companies such as holding and subsidiary, and small companies. This article explains the procedure connected with fast track merger by exploring the various facets of the initiative.
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