Take over of a Pvt Ltd Co by another Pvt Ltd Co

Hi

Before takeover of any NBFC RBI compliance should be taken first into account. Apart from company law point of view RBI compliance for takeover of NBFC should be taken into account. Newspaper advertisement, change in director if any then intimation to RBI. Sharepurchase agreement should be entered and sharetrasfer forms should be dully signed and filled. Entry of such transfer should be shown in annual return of the year in which such takeover take place. RBI compliances differ as per nature of nbfc such as deposit taking, non-deposit taking etc.

Thanks 

Originally posted by : Rangarajan N
	A Private Limited Company by name X Limited (NBFC) has taken over another private limited (NBFC) company by name Y limited and continues to retain their existing name and doing business. New Directors appear to have been inducted X Limited is already banking with us since their inception and enjoying credit limits. Now Y Limited is approaching us for fresh credit facilities. As a Banker,What are all the ROC related documents / statutory clearances we should call for from this y limited, when we process their loan papers (from company law angle) to ensure that the company has complied with all relevant guidelines?  N.Rangarajan Senior Manager of a Nationalised Bank

 Dear Mr. Rangarajan,

My reply is purely from Company law angle. The company Y Limited has approached you for banking facilities which has been taken over by another company X Limited, your existing borrower. Y Ltd. is an independent co. from X Ltd. and can carry over business under the name Y Ltd.

First of all you ask for the latest Annual Return filed by Company Y Ltd. with MCA, to know the names of directors and shareholders as on the date of last AGM of the company. Thereafter, for change of directors subsequent to date of last AGM, you can ask for certified true copies of Form - 32 filed with MCA by Company Y Ltd. subsequent to date of last AGM. This will include resignation of old directors and induction of new directors.

Change of shareholders can be verified from the next Annual Return only, but you can ask for certified true copy of Board resolution transferring shares from old shareholders of Y Limited to new shareholders, who are representing company X Limited. You can also verify the same from Minute Book of the company Y Limited.

You have also to verify whether Y Limited has become subsidiary of X Limited with this transfer of ownership.

Thanks,

CA. Satendar Kumar

Mobile No. 09810543531