Governance in Mergers and Amalgamations - MMJC

The Companies Act is a classic example of inbuilt Good Governance practices. Even 100 years
before, the Companies Act 1913 was having provisions for the approval of the Court to reduce capital, etc. The principles behind drafting any provisions for Governance are the same even today. The structure and the language may be different. Logic is said to be the basic language of mathematics, but we experience that Logic is the basic language of any law too. If we take any provision, we will find logic in it. Some transactions are beyond the approval of even owners of the Company. If we look back 100 years, we shall see the logic is the same, the process and methods might have changed as per the economic and social environmental progress. A few procedural changes that evolved are, instead of High Courts it is now National Company Law Tribunal (NCLT) and National Company Law Appellate Tribunal (NCLAT) for approval of reduction of share capital or compromise or arrangement with shareholders /creditors. Securities and Exchange Board of India (SEBI) came in existence from 1992 and it was a major step in ensuring Governance for listed Companies.

The Article written by Parter-Omkar Dindorkar is published in the Chartered Secretary of ICSI.

The link to the article is

https://www.mmjc.in/wp-content/uploads/2023/06/Article-Omkar-M-Dindorkar.pdf

The link to the Chartered Secretary June edition 2023:

https://www.icsi.edu/cs-journal/icsi-latest-journal-issue/