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Issue of Share in Lieu of Merger

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24 June 2008 Hi,

In case of Merger when shares are issued to shareholders of transferor company; do shareholder of transferor company, being company, need to pass resolution for the same.

Please advice.


24 June 2008 why there is a need for resolution...? because the transferor company is already sold off....

24 June 2008 thank you for reply but just to clarify for instance:

XYZ-- Transferor
PQR-- Transferee
ABC-- Shareholder of transferor

ABC Pvt. Ltd. being shareholder of transferor compnay(XYZ) received shares from transferee(PQR).

So do any resolution needed to be passed by ABC Co.


24 June 2008 i don't think ABC need to pass any resolution in shareholder meeting. they are just selling the investment of company. only board of directors of ABC need to pass a resolution in board meeting to authorise the sale of investment.

24 June 2008 open

24 June 2008 No resolution is required in the books of the SHARE HOLDER i mean the ABC LId... WHY SHOULD THE SHAREHOLER PASS A RESOLUTION???

25 June 2008 Thank you.



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