Bharat’s Amalgamations, Compromises & Arrangements By CS. AJAY KUMAR 2nd Edition Jan 2026

Amalgamations, Compromises & Arrangements By CS. AJAY KUMAR

Amalgamations, Compromises & Arrangements By CS. AJAY KUMAR

About The Book

This Book explains the Law and Procedure relating to the aforesaid subjects in the following manner:

(A) This book has been divided into Five parts, namely, Part A to Part E each dealing with a particular aspect as under:

(i) Part A deals with Introduction to concept of Compromises, Arrangements and Amalgamations, constitution and jurisdiction of National Company Law Tribunal (NCLT) and National Company Law Appellate Tribunal (NCLAT) and procedure in general of working thereof.

(ii) Part B deals with provisions and procedure relating to Compromises, Arrangements and Amalgamations within the jurisdiction of NCLT.

fii) Part C deals with provisions & procedure relating to types of Merger or Amalgamation within the jurisdiction of Central Government (Regional Director)

(iv) Part D deals with important aspects of Merger or Amalgamation; namely, Stamp Duty, Specimen Schemes and topic wise Case Laws.

(v) Part E deals with provisions and procedure relating to Reduction of Share Capital and also Case Laws relating thereto.

(B) The Book also contains Appendices relating which provide relevant provisions, notifications and Rules relating to Compromises ,Arrangements and Amalgamations of Companies, Reduction of Share Capital and NCLT & NCLAT Rules etc.

This book has been written with a view to present in a simple comprehensive and exhaustive manner all procedures alongwith relevant sections of Companies Act, 2013 and the Rules made in connection therewith and Relevant Rules of NCLT Rules, 2016 & NCLAT Rules, 2016 and topic wise case laws.

In the Second edition of the Book, the law and procedure relating to Compromises, Arrangements Amalgamation have been duly and updated including recent amendments relating to Section 233 of Companies Act, 2013 made by Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025 vide Notification dated 04.09.2025.

Content of the Book is as follows –

PART A

 I            Introduction to Concept of Compromises, Arrangements and Amalgamations

 II          Constitution and Jurisdiction of National Company Law Tribunal (NCLT) and National Company Law Appellate Tribunal (NCLAT)

 III         Procedure in General of Working of NCLT/NCLAT

PART B

Compromises, Arrangements and Amalgamations
under Companies Act, 2013

 IV         Compromise and Arrangement

 V          Merger and Amalgamation of Companies

 VI         Merger or Amalgamation of Company with
Foreign Companies

 VII       Power to Acquire Shares of Shareholders
Dissenting from Scheme or Contract approved by Majority

 VIII      Purchase of Minority Shareholding

 IX         Power of Central Government to provide for
Amalgamation in Public Interest

 X           Registration of Offer of Schemes Involving
Transfer of Shares

 XI         Miscellaneous Provisions

 XII        Summary of Procedural Requirements for
Merger or Amalgamations before National Company Law Tribunal

PART C

Types of Merger or Amalgamation to be
Sanctioned by Central Government (RD)
[RD can refer such matters to NCLT]

 XIII      Types of Merger or Amalgamation to be  Sanctioned by Central Government

PART D

Important Aspects of Merger/Amalgamation

 XIV      Stamp Duty in Case of Mergers/Amalgamations

 XV        Specimen Schemes of Merger/Amalgamation and Demerger

 XVI      Topic Wise Case Laws relating to Compromises,
Arrangements and Amalgamations

PART E

Reduction of Share Capital

 XVII     Reduction of Share Capital

Appendix I         Notifications/Circulars relating to Constitution of National Company Law Tribunal (NCLT)/ National Company Law Appellate Tribunal (NCLAT)

Appendix II       National Company Law Tribunal Rules, 2016

Appendix III      National Company Law Tribunal (Amendment) Rules, 2016

Appendix IV      National Company Law Tribunal (Amendment) Rules, 2017

Appendix V       National Company Law Tribunal (Amendment) Rules, 2020

Appendix VI      National Company Law Appellate Tribunal Rules, 2016

Appendix VII    Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

Appendix VIII   National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016

Appendix IX     Companies (Transfer of Pending Proceedings) Rules, 2016

Appendix X      Notifications/Circulars relating to Commencement of Sections of Companies Act, 2013 dealing with Compromises, Arrangements and Amalgamations and Reduction of Share Capital

Appendix XI     Provisions of Companies Act, 2013 relating to Merger/Amalgamation

Appendix XII   Companies (Registration Offices and Fees) Rules, 2014

Appendix XIII  List of Regional Directors with their Addresses and Jurisdiction

Appendix XIV          List of Registrar of Companies with their Addresses

About The Author

Mr. Ajay Kumar, B.Com (Hons), L.L.B, FCS and ACIS (UK). author of the Book is a well known Practising Company Secretary for the last 25 years. Before starting his practice as Company Secretary he had earlier worked as Assistant Registrar of Customs Excise and Service Tax Appellate Tribunal, Mumbai, Bench officer of Board for Industrial and Financial Reconstruction (BIFR), New Delhi, Assistant Registrar of Companies (ROC), Mumbai and Bench Officer of Company Law Board (CLB), Mumbai Bench