Merger of Section 25 Companies (Also Trusts under IT Act)

Dear Mam, Sec-25 co's are generally formed to carry out or promote some special tasks or objects like art,literature,culture etc.

These are fomed only with the previous approval of the Central govt by full-filling certain conditions and on obtaining certificate from the C. govt.

When such co.'s enters into an agreement like Mergers as u said then these co.'s have to surrender their certificate and thereafter they are no more a company. So first thing is that sec-25 co.'s can't enter into Merger but at all if they want to get into such contracts then they have to create a new co. from the very beginning.They have to get incorporation certificate and thereafter commencement cert. depends on whether pvt. or public co. and so on.

Dear Lokesh, Kindly throw some light further to clarify as which section talks about unability of Section 25 companies to merge? Some relevant findings on similar topic for your reference: [1] Section 25 has no restrictive clause regarding merger [2] Even if there is no express power in the memorandum of a company to amalgamate with another company, by virtue of statutory power under section 391, a court can always sanction a scheme of amalgamation if the statutory requirements are complied with. – Marybong & Kyel Tea Estate Ltd., In re [1977] 47 Comp. cas. 802 (Cal.). [3] For amalgamation it is not necessary that object of companies be in unison. – W. A. Beardsell & Co. (P.) Ltd., In re [1968] 38 Comp. cas. 197 (Mad.). [4] Court will not sanction a scheme of reconstruction of a company limited by guarantee where members pass scheme without liability of members and company court sanction scheme leaving question of liability to be decided when it arose. – Joseph v. Paily [1958] 28 Comp. Cas. 146 (Ker.). [5]Clause of MOA to be comply, “Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of debts & liabilities of the company contracted before he ceases to be a member, and the costs, charges & expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding …….. rupees.” [6] Clause of MOA to be comply, “If upon a winding up or dissolution of a company there remains, after the satisfaction of all the debts and liabilities, any property whatsoever, the same shall not be distributed amongst the members of the company but shall be given or transferred to such other company or assosiation or company having object similar to the object of the company to be determined by the members of the company at or before the time of dissolution or in default thereof, by the High Court of Jurisdiction that has or may acquire jurisdiction in the matter."

Dear Professional Fartanities,

Can any one through expert focus on merging of two or more trusts having same objects. I want to merge 4 trust to one trust

with concerning to above subject, following is the my quarries

1. What are the procedures for merging trusts?

2. whom do i have apply?

3. HOw many moths will take for merging ?

4. what documents do i need to prepared?