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
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
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
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
SAFE Notes Explained: A Simple Guide for Founders
When you’re raising money for your startup, everyone throws fancy terms at you, equity, debt, convertible notes, dilution. And then someone says, “Why not raise on a SAFE?” You nod politely, but deep down you’re thinking: What even is a SAFE? Don’t worry. By the end of this article, you’ll know exactly what a SAFE … Continue reading SAFE Notes Explained: A Simple Guide for Founders
Understanding Private Equity: A Beginner’s Guide
(Think Like Founder Series- By Ductus Legal-Volume II) What is a Private Equity?In simple words, ownership in Companies which are privately held and are not listed on Public stock exchange. Private equity investment is popular for its high risk and greater rewards, it's said that it generates better returns than stocks.Popular Startups of present day … Continue reading Understanding Private Equity: A Beginner’s Guide
THINK LIKE FOUNDER- COMPANY LAW CONCEPTS SIMPLIFIED FOR THE FOUNDERS AND STUDENTS. (VOLUME-1)
HOW TO START? One Strategy to understand the Company law for students or professionals those who have no background of the subject i.e. Think Like a founder who is starting a "Business". Now Read it.So the first question you should ask yourself as a founder, how many people you need to start your "Company"? Minimum … Continue reading THINK LIKE FOUNDER- COMPANY LAW CONCEPTS SIMPLIFIED FOR THE FOUNDERS AND STUDENTS. (VOLUME-1)
DUCTUS EDGE 