MCA on February 3, 2020, notified Sections 230(11) and 230(12) of the Companies Act, 2013 (‘Companies Act’). Section 230(11) of the Companies Act allows for a takeover offer to be implemented through a scheme of compromise or arrangement. It also provides that, for listed companies, the takeover offer must be as per the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Section 230(12) of the Companies Act allows an aggrieved party to make an application to the National Company Law Tribunal (‘NCLT’) in the event of any grievances with respect to the takeover offer of companies (other than listed companies).
MCA has also notified the NCLT (Compromises, Arrangements and Amalgamations) Amendment Rules, 2020 to give effect to Section 230(11) of the Companies Act.