The
Companies Bill, 2012 has finally become the Companies Act, 2013. See the
official Gazette Notification here. Further,
we already had an overview of the Companies Bill, 2012 here.
But it must be noted that all the substantive sections are yet to be notified
in due course of time by the Central Government. Only section 1 of the
Act has come into effect, and section 1(3) provides:-
This section
shall come into force at one and the remaining provisions of this Act shall
come into force on such date as the Central Government may, by notification in
the Official Gazette, appoint and different dates may be appointed for
different provisions of this Act and any reference in any provision to the
commencement of the Act shall be construed as a reference to the coming into
force of that provision.
Thus, the substantive sections would be notified by the Government later. Now, I would be delineating,
in this post, the key provisions relating to Mergers & Acquisitions in the
new Companies Act, 2013. The new Companies Act, 2013 has sought to streamline
and make M&A more smooth and transparent. The newly added provisions have
made it easier for companies to implement ‘Schemes of Arrangement’
(mergers & acquisitions (M&A), de-merger, corporate debt restructuring
etc) and at the same time impose checks & balances to prevent abuse of
these provisions.
Now,
the key provisions relating to M & A transactions and corporate restructuring
are as follows-
