Issue and allotment of shares

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.