Page 1
Page 1 © 2013 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”) a Swiss entity All rights reserved
KPMG FLASH NEWS
KPMG IN INDIA
New Companies Act, 2013 - Insight Series
23 August 2013
Vol-I : Compromise/Arrangements/Amalgamations/Demergers (Restructuring)
Executive Summary
The Companies Bill 2012 awaiting President’s assent to become ’The Companies Act,2013’
Draft Rules to be published for comment.
Separate procedures prescribed for ‘Compromise or Arrangement’ and ;Amalgamation or Demerger’
National Company Law Tribunal (NCLT) to assume jurisdiction of the High Court as sanctioning authority in relation to Restructuring.
Absence of Transitional Provisions – No clarity with respect to Restructuring in process at the time of New
Companies Act becoming operational.
New concept of Fast Track Restructuring, without NCLT approval, introduced.
Amalgamation of / Demerger from Foreign Company incorporated in a notified jurisdiction and vice versa allowed subject to approval of Reserve Bank of India (RBI).
Page 2
© 2013 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved.
Compromise or Arrangement : Power of NCLT to dispense with the creditors meeting restricted. Auditor’s certificate to the effect that the accounting treatment specified in the Scheme is in conformity with the prescribed Accounting Standard is required to be submitted to NCLT. Disclosures in and attachment with notice calling meeting substantially increased. Circulation of notice convening the meeting widened and requirement of issue of such notice to all concerned statutory and other authorities included. Voting allowed at the
(“KPMG International”) a Swiss entity All rights reserved
KPMG FLASH NEWS
KPMG IN INDIA
New Companies Act, 2013 - Insight Series
23 August 2013
Vol-I : Compromise/Arrangements/Amalgamations/Demergers (Restructuring)
Executive Summary
The Companies Bill 2012 awaiting President’s assent to become ’The Companies Act,2013’
Draft Rules to be published for comment.
Separate procedures prescribed for ‘Compromise or Arrangement’ and ;Amalgamation or Demerger’
National Company Law Tribunal (NCLT) to assume jurisdiction of the High Court as sanctioning authority in relation to Restructuring.
Absence of Transitional Provisions – No clarity with respect to Restructuring in process at the time of New
Companies Act becoming operational.
New concept of Fast Track Restructuring, without NCLT approval, introduced.
Amalgamation of / Demerger from Foreign Company incorporated in a notified jurisdiction and vice versa allowed subject to approval of Reserve Bank of India (RBI).
Page 2
© 2013 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved.
Compromise or Arrangement : Power of NCLT to dispense with the creditors meeting restricted. Auditor’s certificate to the effect that the accounting treatment specified in the Scheme is in conformity with the prescribed Accounting Standard is required to be submitted to NCLT. Disclosures in and attachment with notice calling meeting substantially increased. Circulation of notice convening the meeting widened and requirement of issue of such notice to all concerned statutory and other authorities included. Voting allowed at the