Companies Act, 2013, do not define “amalgamation” and it has been expressed as the scheme of arrangement and merger in terms of section 230 and 232 of the Companies Act, 2013. However, section 2(1B) of the Income Tax Act defines amalgamation as merger between one or more companies with another company or the merger or … Continue reading Amalgamation: Insights from the Insolvency Lens
Haldiram Case: A Model for Corporate Restructuring
A compromise or arrangement under Sections 230–232 of the Companies Act, 2013 is a statutory mechanism that allows companies to reorganize their business by transferring parts of an undertaking, merging entities, or absorbing assets and liabilities. Courts approve the scheme, and once sanctioned, it becomes binding on all stakeholders. The recent NCLT Chandigarh Bench order … Continue reading Haldiram Case: A Model for Corporate Restructuring
Understanding Slump Sale vs Demerger: Key Tax Differences
A company can sell its assets and liabilities through slump sale. As per section 2(42C) of the Income Tax Act, "slump sale" means the transfer of one or more undertaking, by any means (“by any means” was substituted with “as result of sale” as per the Finance Act, 2021. In my opinion and understanding, it … Continue reading Understanding Slump Sale vs Demerger: Key Tax Differences
POSITION OF CREDITORS IN THE CASE OF DEMERGER AND SCOPE OF SECTION 230-232 OF THE COMPANIES ACT WRT TO CREDITORS
UNDERSTANDING THE “UNDERTAKING” As we all know that in the case of Demerger, company transfer’s its undertaking as going concern to the resulting company which can be a new company or existing company. Interestingly, “undertaking” has not been defined under this section but under the explanation to section 180 (1)(a) which says that undertaking means … Continue reading POSITION OF CREDITORS IN THE CASE OF DEMERGER AND SCOPE OF SECTION 230-232 OF THE COMPANIES ACT WRT TO CREDITORS
How Share Capital will be treated in case of Demerger b/w Listed Holding Company and its Subsidiary
As we have already discussed in our previous article about the basics of demerger so, in this article we will keep the scope limited to the treatment of share capital in the case of demerger. For any demerger transaction between holding and its wholly owned subsidiary it is mandatory to obtain a share valuation report … Continue reading How Share Capital will be treated in case of Demerger b/w Listed Holding Company and its Subsidiary
What is Demerger? Insights on Why Companies Opt for Demerger
When a company transfers its undertaking, properties and liabilities to one or more existing undertaking or new undertaking it is precisely known as Demerger. Interestingly, companies act no where defines or talks about the Merger or Amalgamation or Demerger, rather section 230 of the companies act, 2013 defines it as the compromise or arrangement between … Continue reading What is Demerger? Insights on Why Companies Opt for Demerger
How Members Can Approach NCLT for the Company’s Mismanagement or oppression
Any member of a company can approaches to the NCLT if member has a ground that the affairs of the company are being conducted in a manner i.e. is prejudicial to the interest of the Company or oppressive to the interest of any member or his interest. Even if the member has a ground that … Continue reading How Members Can Approach NCLT for the Company’s Mismanagement or oppression
Capital Reduction via Buy Back is not permissible under Section 66 of Companies Act 2013
Section 66 of the Companies Act, 2013 speaks about the Capital reduction and capital reduction of the shares can be done only through a special resolution but tribunal approval is required i.e. NCLT for the purpose of Capital Reduction. A company can reduce its capital by cancelling or extinguishing the shares subject to the special … Continue reading Capital Reduction via Buy Back is not permissible under Section 66 of Companies Act 2013
Understanding Statement of Use in U.S. Trademark Law
Statement of Use (SOU) in US Trademark Law A Statement of Use or SOU is a formal declaration filed with the United States Patent and Trademark Office (USPTO) to show that you are actually using a trademark in U.S. commerce. It is only required when an application was filed on an intent-to-use basis Section 1(b) … Continue reading Understanding Statement of Use in U.S. Trademark Law
DECODING THE TERM SHEET
TERM SHEET A term sheet is the initial document i.e. signed between the investors and startup. Term sheet itself is not legally binding document but many time this document is exchanged with the confidentiality and related agreements. Although Term sheet may not be legally binding but it is like an architect plan which set forth … Continue reading DECODING THE TERM SHEET
DUCTUS EDGE 