Amalgamations,Reconstructions, Arrangement and Compromises

8/8/2019 Amalgamations,Reconstructions, Arrangement and Compromises

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AMALGAMATIONS,RECONSTRUCTIONS,

ARRANGEMENT AND COMPROMISES

Presented by : Leena Jhadhav

Priyanka Shelatkar

Rupali Gavde

Abhishek Kotkar

SagarLahoti

Vivek Bhoyar Anand Lihinar

Sameet Gajakosh


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ARRANGEMENTS & COMPROMISES(SEC. 391,392,393 & 394 A)

Arrangement includes a reorganization

of the share capital of the co. by the

consolidation of the shares of different

classes, or by division of the shares of different classes or by both those methods.

Compr

omise implies the existence of dispute, relating to rights, which its seeks

to settle


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Compromise or Arrangement (C or A)

is proposed between

1. A company & its creditors or

2. A company & its members

- On an application of the company or

any creditor or member or liquidator

where the co. is being wound-up


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Disclosure of Terms of C or A

1. A statement stating all the terms of theproposal, its effects, state any material interests

of the directors, effects of those interest

2. Not only the terms of the scheme is stated but

the effect of the scheme must be explained

3. Where the C or A affects the rights ofdebenture holders


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If Default is made..

If the co. or any officer of the co. defaulted incomplying with the furnishing of thestatements shall be punishable with a fine

of Rs. 50,000

If any director, MD or manager & everytrustee for debenture holders of the co.defaulted to give notice of such matters tothe co. shall be punishable with a fine ofRs. 5,000


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Sagar


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Power of High Court to enforce

Compromises and Arrangements

Where a High court makes an order, sanctioning acompromise or an arrangement in respect of acompany, it-

(i) Shall have power to supervise the carrying out of thecompromise or arrangement; and

(ii) May, at the time of making such order or at any time thereafter, give such directions in regard to any matter or makesuch modifications in the compromise or arrangement as it

may consider necessary for the proper working of thecompromise or arrangement.

If the court is satisfied that the compromise or arrangementsanctioned, cannot be worked satisfactory with or withoutmodifications, it may make an order winding up the company


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Preservation of Books and Papers of

Amalgamated Companies

Books and Papers of a company which has been

amalgamated with, or whose shares have been acquired

by another company, shall not be disposed without

permission of the Central Govt.

Before granting such permission, the Central Govt. may

appoint a person to examine the books and papers for the

purpose of Ascertaining whether they contain any

evidence of the commission of an offence in connection

with the promotion or formation, or the management of

the affairs, of the first mentioned company or its

amalgamation or the acquisition of its shares.


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Vivek


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Priyanka


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Acquisition of Shares of Share holders Dissenting

from Scheme or Contract Approved by Majority

Regulations while the transfer of shares takes place by themode of any specific scheme or a contract

: Where a scheme or contract involving the transfer of shares in acompany (transferor company) to another company(transferee

company), within four months after making of the offer in that behalfby the transferee company, has been approved by the holders ofnot less than nine-tenths in value of the shares whose transfer isinvolved, the transferee may, at any time within two months afterthe expiry of the said four months, give notice to any dissentingshareholder, that it desires to acquire his shares.

After such a notice Transferee Co. shall be entitled to acquire thoseshares under the terms of contract or scheme, unless on anapplication made by dissenting shareholder within one month fromthe date notice was given.


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Acquisition of Shares of Share holders Dissenting

from Scheme or Contract Approved by Majority

What do you mean by Dissenting Share holder ?

Offer to the Shareholders to sell their shares at a

stated price

Offers is to busy shares either for cash or in

exchange for the shares of the transferee

company

The court will consider the application of

dissenting shareholders if the scheme is unfair


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