Demerger under Companies Act 2013
A demerger under Companies Act 2013, can be defined as corporate restructuring in which a business breaks into
components. These components can operate as a separate unit or can be sold or can be liquidated. It allows a large company to split into various business units.
Demerger Under Companies Act 2013 – Explained!
Demerger of a company can be defined as a division or split of a company in a number of small companies. The new company may not necessarily be a subsidiary of the parent company after the split.
In other words, demerger, is a corporate partition of a company into smaller undertakings, where one separated undertaking is retained by the parent company while others are either acquired by other, work independently, liquidated or are sold.
Companies opt for demergers mainly due to the following reasons:
- When the company aims for restructuring of its corporate position to adjust to the changing political and economic environment of the country.
- Corporate restructuring helps to exploit opportunities effectively to optimize the use of resources when the parent company is not able to do so.
- If the company got engaged in a business without any expertise or experience and has thus not been able to earn profits.
- When a company is planning for an acquisition but is short of finances, they go for a demerger to generate resources.
- To realize capitals gains out of the assets those are underperforming.
- To develop more profitable opportunities by restructuring the financial and managerial resources available.
- Demerger of a company helps in selling unwanted, surplus or unconnected parts of the business. This way you get rid of the sick part of your company.
Steps Incorporated in Demerger of a Company
1) Preparation of the Arrangement Scheme
After consulting the interesting parties and the stakeholders, the scheme of arrangement is prepared. The arrangement is proved by the board of directors. The share exchange ratio is also decided that would be in the interest of all the parties. A Board resolution should be passed approving the prepared arrangement scheme.
2) Application to the court for holding a meeting of members/creditors
An application is filed in the concerned high court through Form 33 accompanied by an affidavit along with Form 34. Scheme of arrangement should also be annexed along with these documents. Some other documents that are to be attached along with the forms submitted before the high court are:
- Latest Audited Balance Sheets
- List of shareholders and creditors of the parent company
- Copy of Board Resolution approving the arrangement scheme
- Copy of notice of the meeting and explanatory statements
- MOA and AOA of the company
3) Obtaining a court’s order for a meeting of member/creditors
The court examines the scheme to validate its fairness and then issues a summons in form 35 of the court rules. Before issuing summons the court has to be absolutely sure that the scheme is capable of being implemented.
4) Notice of meeting of members/creditors
A notice through Form 36 is sent to the interested parties that are authorized by the courts at least 21 days before the
date of the meeting. The copy of the proposed scheme has to be attached with the notice. Such notice has to be
advertised in newspapers that are circulated among the interested parties through form 38.
5) Holding meeting of members/creditors
A meeting is held with all the members and creditors according to the directions of the court. The result of this
meeting is decided by separately counting votes in favour and against the motion. A report in Form 39 is to be
submitted by the chairperson of each meeting within the prescribed time of the court.
6) Petition to the court to sanction the scheme of demerger
A petition in form 40 is submitted to the court to get the scheme of demerger sanctioned. To file the petition, it has to be approved by the three-fourths of the members/creditors that attend the meeting.
7) Court’s order on sanctioning the scheme of demerger received
After getting satisfied with the scheme, the court may pass an order approving the same in the newspaper in which the notice of the meeting was advertised.
We have seen demergers in both private and public sectors. The demerger of Reliance Group has been the biggest example in our country. The most effective answer to combat with the present economic situation in India today is the equipment of Demergers.
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