procedure for acquiring an existing private limited company

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Querist : Anonymous

Querist : Anonymous (Querist)

05 April 2010 I am a practising characterd accountant. one of my clients is interesting in acquiring an exisiting on going private limited company. so what are the procedure for it w.r.t ROC. what approvals are require. what forms are to fill. plwase advise me. it is urgent.

Rasesh

Rasesh (Expert)
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06 April 2010 The reply would depend on

1) The way in which the acqusition is made i.e. slump sale, business takeover, takeover of brands, amalgamation, share purchase, etc
2) Who is doing the takeover i.e. public limited co or private limited co.

Form the point of view of the company acquiring the private limited company:

In slump sale, business takeover, share purchase and brand takeover no ROC compliance required. For amalgamations, detailed procedure required.

If the Company is public limited company, and the acquisition is made by way of share purchase, then check the investment limits u/s 372A. If borrowings are required for the acquisition, then also check the limits u/s 293(1)(d).

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Querist : Anonymous

Querist : Anonymous (Querist)

08 April 2010 my client is an individual and he is interested in acquiring an existing private ltd. company by acquiring the share capital of the company. now reply

Rasesh

Rasesh (Expert)
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09 April 2010 This would be simple acquisition of the company. Directorships should be changed and transfer of shares should be recorded in the annual return. The procedure with ROC would be as under:

1) Change of Directorship to be filed in Form 32.
2) At the time of filing annual return, the share transfer details have to be provided.

No major compliances.

Just as a matter of caution, do due deligence before the takeover. Charges registered with the Roc to be verified.

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