Merge one producer company with another producer company
The Section 465 in the 2013 Act (which has not yet been notified) provides, inter alia. The provisions of part IXA of the Companies Act, 1956 which relates to producer companies. It shall be applicable mutatis mutandis to a producer company in a manner.
The companies Act, 1956 has not been repealed until a special Act is enacted for producer companies. The procedure laid down under the 1956 Act for merge of two producer companies shall continue to be applicable.
Merge one producer company with other producer company
1. Note that inclusion of a provision in the articles of association of a producer company authorising division. The amalgamation or merger and matters related is mandatory.
2. Prepare an elaborate scheme of merge of one producer company with other producer company.
3. The producer company which is being the “merging company”. Refer the Producer Company with whom the former Producer Company is getting merged the “merge company”.
4.Ensure that the scheme of merger is prepared by both the merging with any other private limited company.
5. Convene a board meeting of each of the merging and merged producer companies. After having the notice/ given by the chief executive of the respective companies in writing to every director of each of those companies for the time being in Chennai.
Every other director at his usual address in Chennai,India. It is not less than seven days prior to the date of the meeting and approve the scheme of merger.
6. It is the duty of the chief executive of the respective companies to give notice of the board meeting. If he fails, he will be punishable with fine up to Rs. 1,000.
7. Approve in the said board meeting the draft of the notice/ of the general meeting thereby fixing the date, time, place and agenda for the general meeting or special meeting.
Both of the members merging and merged companies for passing a Resolutiorr’ for deciding about the merger. It is for maintained in public limited company.
8.If necessary, call the aforesaid board meeting at shorter notice and record in writing. The reasons for calling the said board meeting at shorter notice.
9. Do not terminate, set aside or modify any agreement is remember in clause (1) above without giving due notice to the part co.
10.Merge of one Producer Company with another Producer Company provides for the following:
(a) the regulation of conduct of producer company’s affairs in the future;
(b) in the case of purchase of shares of one producer company by two or more new producer companies. The consequent reduction of its share capital;
(c) the purchase of shares or interest of any members of the producer company by other members or by the producer company;
(d) termination, setting aside or modification of any agreement. Howsoever arrived between the private limited company on the one hand and the directors. The secretaries and Manager on the other hand.
Apart from such terms and conditions as may. The opinion of the majority of shareholders is equitable in the circumstances of the case;
(e) termination, setting aside or modification of any agreement between the producer company. Any person is not referred to in clause (4) above;
(f) the setting aside of any transfer, delivery of goods, payment, execution or other act relating to property, made or done by or against the producer company within three months.
(g) the transfer to the merged company of the whole or any part of the undertaking, property or liability of the producer company;
(h) the appropriation or allotment by the merged company of any shares, policies, debentures or other like interests in the merged company;
(i) the prosecution by or against the merged company of any legal actions pending by or against any producer company.
(j) the dissolution, without winding-up, of the private limited company
(k) the provision to be made for the members or creditors who make dissent
(I) the taxes is to be paid by the producer company
(m) such consequential, incidental and supplemental matters as are necessary.
A new company registration has incorporated as a Producer Company.
11.Give notice of the amalgamation in writing together with a copy of the resolution to all the members. The creditors who may give their consent before passing the resolution amalgamation of two or more producer companies.
12. Do not modify any agreement in clause (1) of Section 581 ZN(8). The new company registration has been incorporated.
13.Please keep in mind that notwithstanding anything in the articles of association. Any contract to the contrary, any member or any creditor not consenting to the resolution. During the period of one month ‘of the date of service of the notice on him, have the option for registration –
(a) in the case of any member, to transfer his shares with the approval of the board of directors to any active member thereby ceasing to continue as a member of your producer company; or new company registration.
14. Any creditor or member who does not use his decision as aforesaid within the period of one month. It shall be deemed to have consented to the (proposed) resolution.
15.Make arrangements for meeting in full, or otherwise satisfying. All claims of the members and creditors. If they mentioned in sub-Section (5) of Section 581ZN within one month of their new company registration.
16.Issue notices ‘ in writing at least 21 days. Before the date of the general meeting. The special meeting of members proposing the resolution with suitable explanatory statement.
17.Hold the general meeting or special meeting of members of both the two or more producer company is for their new registration. Which are to be merged and pass the resolution by a majority of total members of each of those producer companies with right to vote.
Keep in mind the following:
(a) the Resolution passed by each of the Producer Companies as aforesaid shall not take effect until the assent thereto or until the expiry of one month of all the members.
(b) when the resolution passed as aforesaid by two or more producer companies takes effect their registration in Chennai.
(c) where there is a merger under sub-Section (2) of Section 58 I ZN, the registration of the merging company shall stand cancelled. The company shall be deemed to have been dissolved and shall cease to exist forthwith as a corporate body.
(d) the merger of Companies as aforesaid shall not in any manner whatsoever affect the pre-existing rights or obligations and any legal proceedings that might have been continued or commenced by or against any old registration company.
Before the merger and may be continued or commenced by or against the attentive resulting company.
(e) the ROC4 shall strike off the name of every producer company consider to have been mention under sub-section (11) of section 581ZN.
(f) any member or creditor or employee aggrieved by the merger may, within thirty days of the passing of the resolution, prefer an appeal to the Chennai High Court.
19.The high court shall, after giving a reasonable opportunity to the person related, pass such orders on the appeal as may registered in Chennai.
20.Note that where an appeal has been filed by any wrong member or creditor. The merger of the producer company shall be subject to the decision of the high court.