Do you wish to amalgamate two or more producer companies
(1) Note that inclusion of a provision in the articles of association of a producer company authorizing a division, amalgamate or merger and matters related thereto. It is mandatory of the 1956 act.
(2) Prepare a detailed scheme of amalgamation of two or more companies. Each of which should be a producer company of Section 581A(l) of the 1956 Act. The formation of a new producer company under Section 581ZN(2)(a) of the 1956 Act.
(3) Ensure that the aforesaid scheme of amalgamate is prepared by the two of more companies. That are being amalgamated as per the said scheme.
(4) The formation and registration of the new producer company under section 581C of the 1956 act. Which the assets and liabilities of the amalgamate company will be transferred.
(5) Convene a Board Meeting of each of the two or more producer companies which are being amalgamate. After having the notice/ given by their respective chief executives in writing to every director for the time being in India. Every other director at his usual address in India of each of those Companies. The company is not less than seven days prior to the date of the meeting of the board and pass a board resolution approving the scheme of amalgamate.
(6) It is the duty of the chief executive of your company to give notice of the board meeting as same. If he fails to do so he will be punishable with fine up to Rs. 1,000.
(7) Also approve in the said board meeting the draft of the notice/ of the general meeting or special meeting of the members. As the proceedings may be fixing thereby the time, place ,date and agenda for calling the said meeting to move a declaration. Deciding the amalgamation of two or more producer companies.
(8) If needed, call the aforesaid board meeting at shorter notice. Then record in writing the reasons for calling the said board meeting at shorter notice.
(9) Ensure that the resolution for deciding the amalgamation of two or more producer companies and formation of a new producer company provides for the following:
(a) the regulation of conduct of producer company’s affairs in the future;
(b) the purchase of shares or interest of any members of the producer company by other members or by the producer company;
(c) 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;
(d) termination, setting aside or modification of any agreement. Howsoever arrived between the company on the one hand. The Directors, secretaries and manager on the other hand. Apart from such terms and conditions. As may in the opinion of the majority of shareholders. It may be just and equitable in the circumstances of the case;
(e) termination, setting aside or modification of any agreement between the producer company. Any person not referred to in clause (d) 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. Before the date of passing of the resolution. Which would if made or done by or against any individual, be deemed in his insolvency to be a fraudulent preference;
(g) the transfer to the merged company of the complete or any section of the undertaking, property or liability of the producer company;
(h) the allotment or appropriation by the merged company of any shares, debentures, policies, or other like interests in the merged company;
(i) the continuation by or against the merged company of any legal proceedings pending by or against any producer company.
(j) the dissolution, without winding-up, of the producer company;
(k) the provision to be made for the members or creditors who make dissent;
(l) the taxes, if any, to be paid by the producer company;
10.Do not terminate, set aside or modify any agreement mentioned in clause (5) of Section 581 ZN (8) as above without giving due notice to the party concerned on their formation of company registration.
11. Further, do not modify any agreement mentioned in clause (5) above without obtaining the consent of the party concerned with their new company registration.
12.Give notice of the amalgamation in writing together with a copy of the proposed resolution to all the members and creditors who may give their consent before passing the resolution for amalgamation of two or more producer companies and form a new company registration of their producer company.
13.If anything in the articles of association or any contract to the contrary. If any member or any creditor not consenting to the proposed resolution of their company registration. It shall during the period of one month of the date of service of the notice on him, have the option :
(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 registration; or
(b) in the case of a creditor, to withdraw his deposit or loan or advances, as the case may be.
14. Note that any member or creditor who does not exercise his option as aforesaid within the period of one month of your new company registration. It shall be deemed to have consented to the resolution.
15.Make arrangements for meeting in full or otherwise satisfying all claims of the members and creditors. If they exercise the option mentioned in sub-Section (5) of Section 581ZN within one month specified with your company registration therein.
16.The publish notices in writing at least 21 days. Before the date of the general meeting or special meeting of members proposing. The resolution with suitable explanatory statement for their company registration.
17.Hold the General Meeting or special meeting of members of all the producer companies. Which are to be amalgamated and pass the resolution by a majority of total members of each of those producer company with right to vote, or two-thirds of its members present and voting, whichever is less.
18. Keep in mind the following:
(a) the resolution passed by each of the producer companies as same registration process. It shall not take effect until the expiry of one month. Until the assent thereto of all the members and creditors has been obtained. Whichever is earlier.
(b) when the resolution passed as aforesaid by two or more producer companies takes effect for their new company registration. The resolution shall be sufficient conveyance to vest the assets and liabilities in the transferred.
(c) where two or more producer companies are amalgamated into a new producer company in accordance with the provisions of sub-Section (2) of Section 581ZN. The new producer company so formed is duly registered by the ROC, S. The registration of each of the amalgamating companies shall stand canceled forthwith on such registration in Coimbatore and Chennai high courts. Each of the companies shall cease to exist as a corporate body.
(d) the amalgamation of companies as aforesaid. It shall not in any manner what so-ever affect the preexisting rights or obligations and any legal proceedings that might have been continued or commenced by or against any erstwhile registration company. Before the amalgamation and may be continued or commenced by or against the concerned resulting companies.
(e) the ROC6 shall strike off the name of every producer company registration shall be deemed to have been dissolved. Under sub-section (11), (12), (13) and (14) of section 581ZN.
(f) any member or creditor or employee aggrieved by the amalgamate within thirty days of the passing of the resolution. They can prefer an appeal to the high court in Coimbatore and Chennai districts.
19.The high court shall, after giving a reasonable opportunity to the person concerned. It may pass such orders on the appeal as it may deem fit.The new producer company may have their registration in Coimbatore, Salem, Madurai and Chennai.
20.Note that where an appeal has been filed by any aggrieved member or creditor or employee under sub-Section (16) of Section 581ZN of their new company registration. The amalgamation of the two or more producer companies shall be subject to the decision of the high court in Coimbatore and Chennai.
