Showing posts from December, 2015

Mergers & Amalgamations under the Companies Act, 1956

Mergers & Amalgamations under the Companies Act, 1956 T he terms merger and amalgamation have not been defined in the Companies Act, 1956 (hereinafter referred to as the Act) though this voluminous piece of legislation contains 69 definitions in Section 2. The terms merger and amalgamation are synonyms and the term ‘ amalgamation ’ , as per Concise Oxford Dictionary, Tenth Edition, means ,  ‘to combine or unite to form one organization or structure’ . The provisions relating to merger and amalgamation are contained in sections 390 to 396A in Chapter V of Part VI of the Companies Act, 1956. Any proposal of amalgamation or merger begins with the process of due diligence, as the proposal for merger without due diligence is like entering a tunnel with darkness growing with each step. The due diligence process makes the journey see the light at the end of the tunnel – the light of wisdom to amalgamate or not. Presently, the High Court enjoys powers of sanctioning amalgama

SEBI LISTING REGULATIONS “website & newspaper disclosures”

SEBI LISTING REGULATIONS “website & newspaper disclosures” website   The listed entity shall maintain a functional website containing the basic information about the listed entity.     The listed entity shall ensure that the contents of the website are correct.     Updations of change: The listed entity shall update any change in the content of its website within two working days from the date of such change in content       I N FORMATION RE QUIRED TO BE DI SCLOSE ON WE BSITE : i.         Details of its Business. ii.       Terms and conditions of appointment of independent directors. iii.     Composition of various committees of board of directors iv.     Code of Conduct of board of Directors and Senior Management Personnel. v.       Details of establishment of vigil mechanism/ Whistle Blower policy vi.   Criteria of making payments to non-executive directors , if the same has not been disclosed in annual report vii.     Policy on dealing wi