581ZN. Amalgamation, division or merger etc to form new Producer Companies:-
A Producer Company may, by a passed resolution at its general meeting-
- decide to transfer its liabilities and assets, in whole or in part, to any other Producer Company, which agrees to such transfer by a passed resolution at its general meeting, for any of the specified objects in section 581B;
- divide itself into two or more Producer Companies that are new.
- Any two or more Producer Companies may, by a passed resolution at any general or its Members special meetings, decide to-
a Form and amalgamate a new Producer Company or
b, merger one Producer Company (hereafter referred to as “merging company”) with another Producer Company (hereafter referred to as “merged company”).
4. Every Producer Company resolution under this section shall be passed at the majority of its general meeting of total members with the right to vote not less than two-thirds of its present members and voting and such resolution shall contain all particulars of the transfer of liabilities and assets or division, or merger, amalgamation, as the case may be.
5. Before passing a resolution under this section, the producer Company shall give notice thereof in writing with a copy of the proposed resolution together to all the Members and creditors who may give their consent.
Notwithstanding contained anything in articles or in any contrary to the contract, any creditor or Member not consenting to the resolution shall, during the period of one month of the date of the service of the notice on him, have the option,-
a, in any other case such Member, to transfer his shares with the board approval to any active member thereby ceasing to continue as of that Company Member.
in the creditor case, his deposit withdrawal or advice or loan, as the case may be.
6. Any creditor or Member, who do not exercise within the specified period his option in sub-section (5), shall be deemed to the resolution to have consented.
7. a passed resolution by a Producer Company under this section shall not take effect until the one-month expiry or until thereto the assent of all Members and creditors has been obtained whichever is earlier.
The resolution of the Producer Company’s conduct in future affairs;
the purchase shares or any Members interest of the Producer Company by the Producer Company or other members.
in the case or the shares of purchase of one Producer Company by another Producer Company, any consequences of its share capital reduction;
termination, setting aside or any agreement modification, arrived howsoever between the company on one hand and the secretaries, directors and manager between the company on one hand and the secretaries, director and manager on the other hand, apart from such terms and conditions as may, in the majority opinion of the shareholder’s, be just and equitable of the case in the circumstances;
termination, modification of any agreement or setting aside between any person and the producer Company and any person not referred to in clause (d):
Further, provided that no such agreement shall be terminated, set aside or except modified after giving to the concerned party due to notice:
the setting aside of any transfer, goods delivery, payment execution or other act relating to the property made or done by or against the Producer Company within three months before the passing date of the resolution, which would be made if or done against any individual, in his insolvency deemed to be the fraudulent preference;
the transfer of the whole to the merged company or undertaking any part property or the liability of the Producer Company ;
the allotment or the merged company appropriation of any debentures, shares, policies or other like interests in the merged company;
the continuation by or against of any legal proceedings the merged company pending by or against any producer Company;
the continuation by or against any legal proceedings of the merged company pending by or against any Producer Company.
the dissolution, without winding up any producer Company;
the provision to be made for the creditors or who make dissent members;
if any by the taxes, to be paid by the Producer Company ;
such consequential, incidental and supplemental matters as are necessary to keep safe that division, merger or amalgamation shall be fully and carried out effectively.
When a resolution passed by a Producer Company under this section takes effect, the resolution shall be sufficient conveyance to vest the liabilities and in the asset transferee.
The producer Company shall make arrangements for full meeting or satisfy otherwise all the claims of the members and practise the option of the creditors, within the period specified in sub-section (4), to continue not as the creditor or member, as the case may be.
Where the entire assets and the producer company liabilities are transferred to another producer Company in accordance of sub-section (9), with the provisions, or where there is merge under sub-section (2), the first-mentioned registration Company or the merging company, as the case may be, shall stand cancelled and that company have been dissolved and shall cease to forthwith exist as a corporate body.
Where two or more Producer Companies are amalgamated into a new Producer Company with sub-section (2) the in-accordance provisions and the Producer Company so formed is duly registered by the Registrar, each amalgamating companies registration shall stand cancelled on such forthwith registration and thereupon the companies each shall cease to exist as a corporate company.
The amalgamation, division of the companies or merger under the foregoing sub-sections shall not in any manner whatsoever affect the rights that are pre-existing or obligations and any legal proceedings that might be continued or commenced by or any erstwhile before against the amalgamation of the company, division or merger, may be continued or commenced by or any erstwhile against the resulting company concerned or the company that are merged as the case may be.
The registrar for registration shall strike off every name of the Producer Company deemed to have been dissolved under sub-sections (11) to (14).
Any creditor or member or aggrieved employee by assets transfer, division, amalgamation or merger may of the passing resolution prefer an appeal for the high court within thirty days.
The High court shall later be giving the concerned person the reasonable opportunity, thereon pass such orders as it may deem fit.
Where under sub-section (16), an appeal has to be filed, the asset division transfer, division, producer company merger or amalgamation of the Producer Company shall be a subject to the High Court decision.
