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Merger

Anjali Gupta (Training at CS Firm jayshri Tulsyan And Associates) (49 Points)

06 September 2016

In case of merger , Is there any form which required to be file with ROC, for cancellation of shares of resulting company if there is cross holding with transferor company.

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4 Replies

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 06 September 2016

In such a case High Court order must also include order for reduction of share capital u/s 100 of Companies Act 1956. You should file INC-28 twice:

First selecting order u/s 394 of CA 1956 for merger and second selecting order u/s 102 of CA 1956 for reduction of share capital. You should also attach statement showing share capital (authorised & paid up) before and after merger with INC.28. After approval of the form paid-up capital of transferee company will get reduced in MCA system.

Anjali Gupta (Training at CS Firm jayshri Tulsyan And Associates) (49 Points)
Replied 06 September 2016

Thank you, Sir.

But, is this mandatory to file the form for reduction of share capital if no order received from HIGH COURT, because we have cancel cross holding shares at the time of valuation of shares in valuation report.

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 06 September 2016

How can you reduce share capital of your own without getting approval of High Court u/s 100 of 1956 Act? Copy of HC order and minute approved by the court has to be filed with ROC u/s 103 of the Act.