Doubt in definition of the term 'amalgamation'-S. 2 (1B)


This query is : Resolved 

23 October 2008 Srinivasa Raghavan sir,

will u please answer this doubt?

i am waiting for ur reply
S. 2 (1B) defines amalgamation as follows:

"amalgamation", in relation to companies, means the merger of one or more companies with another company or the merger of two or more companies to form one company (the company or companies which so merge being referred to as the amalgamating company or companies and the company with which they merge or which is formed as a result of the merger, as the amalgamated company) in such a manner that-
(i) all the property of the amalgamating company or companies immediately before the amalgamation becomes the property of the amalgamated company by virtue of the amalgamation ;
(ii) all the liabilities of the amalgamating company or companies immediately before the amalgamation become the liabilities of the amalgamated company by virtue of the amalgamation ;
(iii) shareholders holding not less than 3three-fourths in value of the shares in the amalgamating company or companies (other than shares already held therein immediately before the amalgamation by, or by a nominee for, the amalgamated company or its subsidiary) become shareholders of the amalgamated company by virtue of the amalgamation,

otherwise than as a result of the acquisition of the property of one company by another company pursuant to the purchase of such property by the other company or as a result of the distribution of such property to the other company after the winding up of the first-mentioned company;

i cant visualise the meaning of the last limb of the definition beginning with ".............othewise than as a result of acquisiton of the property..............."

can any one of u illustrate? please.

R.soumyanarayanan FCA Grad CWA

30 October 2008 The section wants to expressly exclude purchase and distribution by winding up.

12 November 2008 what is the need to exclude purchase and distribution by winding up? ccn u please explain?


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