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However, Allahabad High Court has held that in such a matter both the Central Government and the Shareholders of the company is entitled to be heard before any decision is made under this section.CHAIRMAN’S REPORT After approval of scheme by creditors or members, the Chairman is required to file his report within seven days of conclusion of meeting.
The terms merger and amalgamation are synonyms and the term ‘amalgamation’, as per Concise Oxford Dictionary, Tenth Edition, means, ‘to combine or unite to form one organization or structure’.MRTP Companies- Amalgamation Where two companies are carrying on the same business, there was no need to file application under section 23 of MRTP Act for amalgamation thereof, although both companies are registered under MRTP Act and requirements under section 23(3) of MRTP Act is fulfilled.PROCEEDINGS It includes both civil and criminal proceedings.If not, alter the object clause of memorandum by following the procedure laid down under section 17. The Draft scheme of amalgamation (based on fair exchange ratio) prepared and approved by the Board of Directors. 38 of Companies Court Rules and include the aforesaid statement or a notification of the place at which and the manner in which the members who are entitled to attained the meeting may obtain copies thereof [ Rule 74 of Companies Court Rules ]. If the amalgamation affects the rights of debenture holders, the said statement shall give the like information and explanation as respects the trustees of any deed for securing the debenture as it is required to give as respects the company’s Directors [section393(2)]. Provide a copy of statement free of charge to every creditor or member applying for the same within 24 hours of the requisition made so. Ensuring the chairman appointed by the Court for the meeting of company or any other person files an affidavit at least 7 days before the meeting showing the directions regarding the issue of notice and advertisement have been compiled with [Rules 75 and 76 of Companies Court Rules]. Hold the general meeting and pass the resolution as mentioned below: 1. 23 along with copy of resolution and explanatory statement with filing fee with the Registrar of Companies within 30 days of passing. The Chairman should report the result of the meeting to the court on form no 39 within time fixed by the court or within 7 days of conclusion of meeting. Move the High Court for approval by submitting a petition in Form no.It is always preferred to have the valuation of shares by an outside expert to determine the fair exchange value of shares. Apply to High Court for directions to convene the general meeting by way if Judge’s summon y an affidavit. Resolution approving the scheme of amalgamation to be passed by three/fourth majority in value of members, and authorizing the directors to implement the scheme. Resolution for increasing the authorized capital of the company, where necessary by ordinary/special resolution. Send 6 copies of notice and copy of proceedings of the meeting to the concerned stock exchanges as per listing agreements. 40 within 7 days of the filing of the report by the Chairman and ensure compliances under section 394 and 395 in this regard. SHRI VIKRAM COTTON MILLS LTD AIR 1970 SC 1973 It was held that any compromise with creditors under the scheme does not reduce the liability of surety unless the contract of surety provides otherwise. LTD 71 CWN 845 The court has jurisdiction to entertain application under section 391 of the Act in respect of foreign company and a Government Company. (1981) 51COMP (RAJ) It was held by the court that However, the power can be exercised where such modification is considered necessary for proper working of the scheme.POWER TO COMPROMISE OR TO MAKE ARRANGEMENTS WITH THE CREDITORS AND MEMBERS.
Where application section 391(1) is considered, The Calcutta High Court has held that no notice to Central Government is necessary.
The court having jurisdiction is the court at the place where the unregistered company reside and has its principal place of business.
A Foreign company which is an unregistered company is a ‘company’ under this section .
The due diligence process makes the journey see the light at the end of the tunnel – the light of wisdom to amalgamate or not.
The Act and the relevant rules pertaining to amalgamation are to be followed scrupulously.
Thereafter, within seven days of filing the report, the applicant shall present a petition to the court for confirmation of compromise or arrangement.