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Plot in consideration of the shares

khusboo (Company Secretary) (90 Points)

26 July 2011  

Dear Experts

Kindly help me for the given case:


ABC P LTD is a Company

A holding 75% of shares

B holding 25% of shares


B will give his shares to A & in consideration he will be getting plot wroth Rs. 6 Crore.from the Company.



Option 1( Preferred option)


Land will be demerged to seperate entity XYZ and B will be shareholder in the same, B share will be extinguished and in return B will get the plot.


(to check the applicability)



Option 2


Land will be demerged to separate entity XYZ and A, B both are the shareholders A will give shares of XYZ Ltd to B in return B will give sares of ABC as exchange.

 

Regards,

Khusboo



 1 Replies

Ankit Patniya (Assistant Company Secretary)   (124 Points)
Replied 26 July 2011

B will give his shares to A & in consideration he will be getting plot wroth Rs. 6 Crore.from the Company.

In this case A and B have to enter in to share purchase agreement and also execute share transfer form

Land will be demerged to seperate entity XYZ and B will be shareholder in the same, B share will be extinguished and in return B will get the plot

After the above step the company has to transfer the said land to other entity considering the provision of section 293 of the companies act(if the land is in the name of the ABC P LTD) and shoul enter in to another agreement with XYZ (also section 297 will applicale as the B is an interested director in both compny.)

Land will be demerged to separate entity XYZ and A, B both are the shareholders A will give shares of XYZ Ltd to B in return B will give sares of ABC as exchange

The above applicability remain same and the interested dierctor will be both A and B, in second agreement consideration for land will be change.

The Aswer given by me is not exhaustive it may attract any other provision of the companies act as well as stamp and othe revenue laws.

I am thankfull to you for such practical exercise.

I would like to know any other way to solve this problem.

Thanks,

Regards


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