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Issue and allotment of shares

zankhana Trivedi (Company Secretary) (462 Points)

08 December 2009

Can anyone help me on below given query??

Suppose Company A & Company B get merged with each other. Both are Private Company. I want to know the procedure for issue and allotment of shares after the merger in case of private Company.

Pl. treat the matter most urgent.

Thanks & Regards

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6 Replies

CourseCart.in (Mentor at SHAYVIDZ Academy) (3756 Points)
Replied 15 December 2009

i need info regarding this tooo...

Thanks

Adarsh

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CS Snehal (Compliance Manager) (346 Points)
Replied 15 December 2009

19) Allotment of Shares to Shareholders of Transferor Company

Pursuant to the sanctioned scheme of amalgamation, the share-holders of thetransferor company are entitled to get shares in the transferee company in the exchange ratio provided under the said scheme. There are three different situations in which allotment could be given effect :-

i) Where transferor company is not a listed company, the formalities prescribed under listing agreement do not exist and the allotment could take place without setting the record date or giving any advance notice to shareholders except asking them to surrender their old share certificates for exchange by the new ones ;

ii) The second situation will emerge different where transferor company is a listed company. In this case, the stock exchange is to be intimated of the record date by giving at least 42 days notice or such notice as provided inthe listing agreement ;

iii) The third situation is where allotment to Non-Resident Indians is involved and permission of Reserve Bank of India is necessary. The allotment will take place only on receipt of RBI permission. In this connection refer to Regulations-7, 9 & 10B of Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 as and where applicable.

Having made the allotment, the transferee company is required to file with ROCwith return of allotment in Form No-2 appended to the Companies (CentralGovernment’s) General Rules and Forms within 30 days from the date of allotment in terms of Sec-75 of the Act.

As you fall in category 1 - you need to allot shares in the Board meeting and then file form 2 within 30 days from the date of allotment.

CS Snehal (Compliance Manager) (346 Points)
Replied 15 December 2009

Transferee company shall having issued the new share certificates in lieu of and in exchange of old ones, surrendered by transferor’s shareholders should make necessary entries in the register of members and index of members for the shares so allotted in terms of Sec-150 and 151 respectively of the Companies Act,1956.