Scenario:
Company A (India) Ltd. is held by Company A (US) Ltd.
Company B (India) Ltd. is held by Company B (US) Ltd.
Both Company A (US) Ltd. and Company B (US) Ltd. are under the same management.
Company A (India) Ltd. is bigger in size and operations as compared to Company B (India) Ltd.
Management wants to merge both Indian companies in due course, and hence exploring various options considering Indian compliance / approval requirements. As a part of this, they are expecting minimum complication / compliance / approval requirements, as well as easy funds transfer to close the deal with US counterparts.
Options considered:
(1) Company A (India) Ltd. will merge with Company B (India) Ltd. As a part of this, after obtaining necessary approvals from MCA/CLB, share transfer will happen from A (US) to B (India) at a pre-defined consideration. This is expected to happen based on valuation of the entity, which will involve a very long and cumbersome process of going through required approvals etc.
(2) Company A (India) Ltd. will merge with Company B (India) Ltd. but not by taking above route, but some different route as follows:
a. B (India) will raise money by issuance of NCDs to B (US)
b. B (India) will utilise that money to buy shares of A (India) from A (US) at fair valuation of shares.
c. Thus, B (India) will become shareholder of majority of shares of A (India).
d. Once this is done, B (India) and A (India) merger process can be started in due course.
e. Once both the companies are merged, surplus money of A (India) will eventually become money of the merged company B (India), and that money can be utilised to repay the amount to square off NCDs.
This process will comparatively be less cumbersome with minimum approvals, and thus, will become faster process.

Questions:
(a) Whether both the options above are in line with Indian regulations?
(b) The management prefers to adopt option 2. Do you think that they are right in determining that this option will be faster at the same time complying with all statutory requirements?
(c) Do you have any better options that can be considered to meet the objective of the management?

Can a Pvt ltd company raise a loan from director's relative if yes then is there any limit?

Hello Expert

Private company taken unsecured loan from director and relative of director by passing Board Resolution in Second Board Meeting .
Now company plan to convert such loan into equity.

can company eligible to pass special resolution in General Meeting in respect of above loan.

Hii,

the company has 3 director having 33% shares each.
now 1 director want to resign.
what is the procedure to allot his shares to other director

How to covert partnership firm (two partners are there in firm) into private limited company, what is the process and which forms are use ans also pan no effective date , Please tell me

Proposed company have obtained name through RUN and is now filing SPICE for incorporation . do it needs to attach the copy of approvals / NOC's from the existing company, owner or applicant of trademark, central govt.( if such approvals are required ) with SPICE ?

Articles of a company provided that for issue of equity shares wuth differential rights, special resolution will have to be passed( though companies act mandates only ordinary). Now such provision is wholly valid(sec6)
But if a company issues such shares by passing ORDINARY RESOLUTION , will that be considered invalid???

Please explain with the help of an example the difference between Preceding financial year & Immediately preceding f.y
With reference to Companies act 2013

One Private Limited Company wants to procure a property which is already hypotheticated to bank and charge already create in the name of borrower( borrower also Pvt ltd Co). The borrower transfer the Loan from X bank to Y bank. If one Pvt Ltd wants to buy the property then which documents they needs to check .

As per my understanding
1) NOC from Bank ( Primary and Existing Bank)
2) Charge removal from ROC

If any other document needs to check please let me know.

As per SS 1 it is required circulating signed minutes to board members within 15 days of signing.

Can Board pass a resolution to exempt the circulation of Signed Board Minutes within 15 days of the signing? Pl. advise