Merger or amalgamation: statutory scheme transfers assets and liabilities to the transferee after prescribed approvals and filings. A statutory procedure allows a scheme of merger or amalgamation for prescribed classes of companies, requiring notice inviting objections, ninety per cent member approval, declarations of solvency, and creditor approval by nine tenths in value. The transferee files the approved scheme with the Central Government and Registrar; objections by the Registrar or Official Liquidator must be raised within thirty days, otherwise the scheme is registered. Registration dissolves the transferor without winding up and transfers property, liabilities, charges and ongoing proceedings to the transferee, which must adjust authorised capital and may not hold its own shares post merger.
Cases where this provision is explicitly mentioned in the judgment/order text; may not be exhaustive. To view the complete list of cases mentioning this section, Click here.
Provisions expressly mentioned in the judgment/order text.
Merger or amalgamation: statutory scheme transfers assets and liabilities to the transferee after prescribed approvals and filings.
A statutory procedure allows a scheme of merger or amalgamation for prescribed classes of companies, requiring notice inviting objections, ninety per cent member approval, declarations of solvency, and creditor approval by nine tenths in value. The transferee files the approved scheme with the Central Government and Registrar; objections by the Registrar or Official Liquidator must be raised within thirty days, otherwise the scheme is registered. Registration dissolves the transferor without winding up and transfers property, liabilities, charges and ongoing proceedings to the transferee, which must adjust authorised capital and may not hold its own shares post merger.
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