merger ,takeover formalities

This query is : Resolved

CA. C.N.PATIL (Querist)
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14 September 2009 sirs ,
we have a query as regards , let us take an example : A & B are unlisted companies , B'S assets & liabilities are taken over by A company , further A shall continue its business forming a new company C after tranferring B'S assets,liabilities into C company .
1)my ques is whether an intimation or permission required to ROC to A company to carry on business?
2)IF A company doesnot form C company & shall continue business in A company itself , whether in this case ROC permission neccessary ?
3)Give details of formalities to be followed in this merger ,takeover as regards ROC compliances ???????

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Guest (Expert)

23 September 2009 Please mention which type of permission, shall have to be taken from ROC, as per viewpoint.

Because In case of Merger, high court shall have the power to sanction.

And Starting a Company C, and transferring to assets from A, would be considered as demerger of A ltd.

But, If you don't want to with the demerger option, then apply sell of the whole or substaintially whole undertaking.