XY Ltd. was incorporated for running passenger and goods services

XY Ltd. was incorporated for running passenger and goods services between

Kashmir and Kanyakumari with a capital of Rs. 1 crore (1,00,000 shares of Rs. 100

each). The entire capital was fully subscribed. The Company later decided to

purchase a large area of land in Rajasthan for carrying on farming. This venture was not a success. Thereupon, the Directors decided that the company be amalgamated with R Ltd. and the shareholders who did not desire to accept the shares of R Ltd. be offered a cash payment of Rs. 25 in respect of each share. An application was made to the Court to carry through the amalgamation under Sec. 391 and the same was duly sanctioned. In pursuance of the scheme, a cash compensation to the extent of Rs. 25 per share was paid in respect of 50,000 shares and in respect of other shares, the shares of R Ltd. were issued-one share of Rs. 25 paid up for each share of the company. XY Limited was wound up voluntarily and its books of account were destroyed after obtaining the approval of the Board. Discuss the following:

(i) Whether the Court had acted correctly in sanctioning the amalgamation, and

(ii) Whether the liquidator of the company was justified in destroying books of the company. [November, 19931

6. What orders can a Court pass in cases of amalgamation and reconstruction?

[May, 19951

7. State briefly the procedure to be complied with for the amalgamation of two companies. [November, 19921

8. In a takeover bid when can a shareholder be called a Dissenting Shareholder?

What procedure shall a transferee company follow to acquire shares of dissenting

shareholders if the take-over bid is approved by the required majority?

[May, 19921

9. When can the Central Government, under the Companies Act, 1956, order for amalgamation of two or more companies in national interest?

[November, 19911

10. Explain the meaning of ‘arrangement’ and ‘compromise’. What are the provisions of the Companies Act for regulating a compromise, when the company is a going concern? State the procedure to be followed by a company to give

effect to a scheme of compromise. [May, 19911

11. DEJY AS Ltd. has made an offer to acquire all the equity shares of ABC Ltd. at certain price. Members of the company who hold 90% of the shares of ABC Ltd. have accepted the offer. The remaining shares are held by 2 NRls who do not agree to the deal. Explaining the procedure to finalise the deal, state the steps to be taken by the offeror company to acquire shares of dissenting shareholders.

Decide also whether DEJY AS Ltd. can acquire all the shares in ABC Ltd.,

under the provisions of the Companies Act, 1956. [November, 19971