demerger

A company (demerged company)  wants to transfer its undertaking to another company(resulting company). The resulting company will issue the shares to the shareholders of demerged company.

now in this case whether provision of section 293(1)(a) will be applicable or provision of section 391 to 394 relating to demerger will override the provision of section 293(1)(a).

if any one have checklist on demerger, please provide the same.