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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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