Coverage of

Amalgamation under
Approval of Scheme of
Amalgamation (Section 230-232):
Companies Act 2013 Treatment of Securities
To initiate an amalgamation, the (Section 236-240):
companies involved must draft The Act lays down provisions for
and approve a scheme of the treatment of securities,
amalgamation. The scheme needs including shares, debentures,
Application to the and other securities, issued by
to be approved by the board of
National Company Law the companies involved in the
directors, shareholders, and
Tribunal (NCLT) (Section amalgamation.
creditors of each company.
233-235):
Once the scheme is
approved by the
respective companies, it
needs to be submitted to
the National Company
Law Tribunal (NCLT) for its
approval. The NCLT
examines the scheme's
fairness, feasibility, and its
compliance with the law
before granting approval.

Protection of Interests of
Minority Shareholders
(Section 241-242):
The Companies Act 2013
ensures that the interests
of minority shareholders
are safeguarded during
the amalgamation
process. The dissenting
shareholders have the
right to exit the company
by receiving fair value for
their shares.
Coverage of
Amalgamation under Tax Implications (Section 47,
Companies Act 2013 50B):
The Act provides certain tax
benefits to companies
involved in the amalgamation
process to promote corporate
restructuring. These benefits
include the carry-forward and
set-off of losses and the
Role of the Official exemption of capital gains tax.
Liquidator (Section 274):
The Official Liquidator,
appointed by the NCLT,
plays a crucial role in
overseeing the
amalgamation process,
especially in cases where a
company is being dissolved.
The Companies Act 2013
encompasses comprehensive
provisions for amalgamation,
ensuring that the process is carried
out in a fair and transparent
manner while safeguarding the
interests of all stakeholders
involved. Amalgamation serves as a
strategic tool for companies to
achieve synergies and growth
opportunities, fostering a healthy
and competitive business
environment.