Professional Documents
Culture Documents
Legal and Regulatory Frame Work of Merger & Aqui
Legal and Regulatory Frame Work of Merger & Aqui
Legal and Regulatory Frame Work of Merger & Aqui
Acquisition :-
Direct Acquisition in a listed company to which
the Regulation apply.
Indirect acquisition by virtue of acquisition of
companies, whether listed or unlisted, whether
in India or aboard.
Reg-13:Before making public announcement
merchant banker is to be appointed
The order made by Tribunal will come in to effect only after the
filing of certified copy with the Registrar of Companies.
Court’s power under the section are very wide and has discretion to
allow any sort of arrangement between the company and members.
Scope and ambit of the Jurisdiction of the Court:
The sanctioning court has to see to it that all the requisite
statutory procedure for supporting any scheme has been
complied with along with requisite meetings.
That the scheme put up for sanction of the court is backed up by
the requisite majority vote.
That the concerned meetings of the creditors or members or any
class of them had the relevant material to enable the voters to
arrive at an informed decision for approving the scheme.
That the proposed scheme is not found to be violative of any
provision of law and is not contrary to public policy.
Under this section, the court has power to supervise the
carrying out of the compromise or an arrangement; and
may, at the time of making such order or at any time
thereafter, give such directions in regard to any matter
or make such modifications in the compromise or
arrangement as it may consider necessary for the proper
working of the arrangement.
The notice for the meeting should be sent along with a statement
setting forth the terms of the compromise and or arrangement and
explaining its effect and in particular, the statement must state all
material interest of the directors, managing directors of the company,
whether in their capacity as such or as members or creditors of the
company or otherwise.
the court may make provision for all or any of the following matters.
The transfer to Transferee Company of the property or liabilities of
transferor company.
The allotment or appropriation by the transferee company of any shares,
debentures or other like interest in that company which, under the arrangement,
are to be allotted or appropriated by that company to.
The continuation of any legal proceeding against the transferee company by the
transferor company.
The dissolution, without winding up, of any transferor company.
The provisions for any dissenting persons. Who are opposing such scheme or
any other matter, which the court deems fit.