PROJECT REPORT ON-

Title:-

RECONSTRUCTION & AMALGAMATION OF

COMPANIES: A critical Analysis on the Laws and
Procedure
Submitted by,

Manan Mondal

Division- D; PRN- 17010324101; Class of 2017-2022

Symbiosis Law School, Hyderabad

Symbiosis International (Deemed University)

In

January, 2020

Submitted to,

Dr. Jayendra Kasture

Assistant Professor (Sr.)

Symbiosis Law School, Hyderabad
Symbiosis International (Deemed University)
 CERTIFICATE

I hereby declare that the project entitled “RECONSTRUCTION & AMALGAMATION OF

COMPANIES: A critical Analysis on the Laws and Procedure” submitted to the Symbiosis
Law School, Hyderabad for Company Law-II is an integral part of the internal assessment
system. The research work has not been submitted elsewhere for award of any degree. The
work presented is an original work.

I understand that I myself could be held responsible and accountable for plagiarism, if any,
detected later on.

Date:

Name of the candidate: MANAN MONDAL

Signature of the candidate:

2|Page
 ACKNOWLEDGEMENT

The completion of this assignment gives us much pleasure. I would like to show my gratitude
to respected Dr. Jayendra Kasture for giving us a good guideline for assignment throughout
numerous consultations. We would also like to expand our deepest gratitude to all those who
have directly and indirectly guided me in writing this assignment. We thank all the people for
their help directly and indirectly to complete our assignment.

3|Page
 ABSTRACT

The present paper will be dealing with the basic understanding and overview on the practice
of Amalgamation and Reconstruction of Companies; the study will be extensively focussed on
the laws, principles and procedures governing within India. The reference will be provided
with regards to the foreign laws, for a critical analysis of the statutes in play. Furthermore, an
evolutionary insight will be provided with brief exposition, to provide the present paper a
logical flow of the principles of Amalgamation and Reconstruction of the Companies; such a
flow will be analysed and studied conjugating with various illustrations of the past and modern
day Reconstruction and Amalgamation of Companies. Concluding the study will be an
insightful overview with regards to the practice and its various aspects on the Company itself
and the people, members associated with the same; such luminous understanding will be
attuned by researching through various research article and views of jurists in the field
extensively. The present paper will be expand its research to encompass the various
phenomenon and impacts that it captures, providing a lucid grasp with regards to the
Reconstruction and Amalgamation of Companies, which will stand as a critical overview.

Keywords: - overview, amalgamation, reconstruction, companies, evolution,

procedures

4|Page
 INTRODUCTION

The practice of Compromise may take place for the purpose of reconstruction and
amalgamation of companies. In most of the common practice a petition under section 270 is
mainly being accompanied for Reconstruction and Amalgamation. The rationale behind is that
no Reconstruction and Amalgamation can be performed without striking compromise or
arrangements between the companies and its creditors or members.1

The basic essence of the term reconstruction can be understood as a transfer of business and
undertaking to another company formed for that purpose, with an aim to carry on the similar
business with the same set of persons displaying interest in case of the old company. However,
in case of a reconstruction or arrangement under section 230 of the Act2 does not necessarily
point towards the practice of reconstruction and amalgamation under section 232 of the Act 3,
as this particular provision included two or more companies in the reconstruction and
amalgamation process whereas the section 230 of the Act concerns itself only with the
company, its members and creditors.

The word Amalgamation is the phenomenon of joining two or more companies to form a third
entity or one is absorbed into one undertaking, the shareholders of each blending undertaking
and becoming substantially the shareholders of the other company which currently holds the
blended undertakings.
A reconstruction and amalgamation of the companies may take up various forms

1
Stephen D. Girvin, Sandra Frisby, Alastair Hudson, Charlesworths’s Company Law, (18th, 2011)
2
The Companies Act, 2013
3
Id.,

5|Page
 RESEARCH METHODOLOGY

The research paper is based on qualitative data and statutory provision, doctrinal form of
research has been adopted in the genesis of this research project, also interpretation of various
case laws and opinions of distinguished jurists have been incorporated. The various forms of
data in the paper is obtained from government sites as well recognised journal sites for purpose
of authenticity and the scope of the study is to aware also to contribute in the form a draft
statute on this regard.

RESEARCH OBJECTIVES

The core objective behind the present study to have a quality understanding on the aspect of
Reconstruction & Amalgamation of. The mandatory legal formalities and advantages along
with the short comings attached to the phenomenon of Reconstruction & Amalgamation; the
study on this present topic for the purpose of research foreign practices and legal principles
will also be incorporated to provide a fine critique on the analysis; basically each and every
aspect is duly given importance and critically analysed to provide a detailed lucid catch on the
procedural aspect with supporting case laws to give a more firm hold to the concepts so
discussed.

RESEARCH QUESTIONS

The following research questions will be discussed to fulfil the purpose of this present research
project: -
I. What does the term Reconstruction & Amalgamation of Companies specify in the
present day world? Does it have any correlation with the economy and socio-cultural
outlook of the state?
II. What is the evolutionary cycle of this practice in India as well as other foreign states?
III. Does the phenomenon of the Reconstruction & Amalgamation of the Companies is an
act of mere compulsion or has more profit seeking meaning to it?
IV. What are the collateral advantages and disadvantages connected with relation to
Reconstruction & Amalgamation of a Company?
V. What is the conclusion and outcome achieved through the present research and
analysis?

6|Page
 LITERATURE REVIEW

The following literary sources have been duly studied and have been relied upon, with the
purpose of making this present research project;

1. Vinod Kothari, The Companies Act, 2013, (2nd, Lexis Nexis, 2014)
2. Dr. G.K. Kapoor, Sanjay Dhamija, Company Law and Practice, (23rd, Taxmann’s,
2018)
3. Prachi Manekar, Insights into the New Company Law, (Lexis Nexis, 2013)

7|Page