Filing of Form 2
This query is : Resolved
16 March 2010
Dear Sir/ Madam
A, a private co. has demerged and B, a new pvt co. was formed to takeover one of the two divisions of A. As per the Scheme of Arrangement a share exchange ratio ratio of 1:1 was worked out. Now the Court's final order approving the Scheme is passed.
My query is that whether the Company B needs to file Form 2? i mean the allotment is as per the Scheme so is it neccessary to file Form 2? The clause as appearing in the Scheme is reproduced below for your perusal.
"Upon the Scheme becoming operative and the transfer and vesting of DIVISION - I taking place pursuant to Clause 1 hereof, in consideration of such transfer, COMPANY B shall, without further application and issue, allot to every Equity shareholder of COMPANY A, as on record date to be fixed in consultation with COMPANY A, 1 (One) Equity Share of Rs.100/- in COMPANY B, credited as fully paid up for every 1 (One) Equity Share of Rs.100/- fully paid-up held by him/her in COMPANY A."
P.S. - NAMES OF COMPANY EDITED
A, a private co. has demerged and B, a new pvt co. was formed to takeover one of the two divisions of A. As per the Scheme of Arrangement a share exchange ratio ratio of 1:1 was worked out. Now the Court's final order approving the Scheme is passed.
My query is that whether the Company B needs to file Form 2? i mean the allotment is as per the Scheme so is it neccessary to file Form 2? The clause as appearing in the Scheme is reproduced below for your perusal.
"Upon the Scheme becoming operative and the transfer and vesting of DIVISION - I taking place pursuant to Clause 1 hereof, in consideration of such transfer, COMPANY B shall, without further application and issue, allot to every Equity shareholder of COMPANY A, as on record date to be fixed in consultation with COMPANY A, 1 (One) Equity Share of Rs.100/- in COMPANY B, credited as fully paid up for every 1 (One) Equity Share of Rs.100/- fully paid-up held by him/her in COMPANY A."
P.S. - NAMES OF COMPANY EDITED
17 March 2010
Company B will have to file:
1) Form No. 2 for allotment of shares
2) Form No. 3 since the shares are alloted pursuant to the scheme of amalgamation and are not for consideration in cash
1) Form No. 2 for allotment of shares
2) Form No. 3 since the shares are alloted pursuant to the scheme of amalgamation and are not for consideration in cash
17 March 2010
What attachments are necessary for the said forms?
Form 2
1) List of allottees
2) Scheme of Arrangement
3) Extracts of Resolution
4) Share Exchange ratio as worked out by a valuer
and for Form 3??
Form 2
1) List of allottees
2) Scheme of Arrangement
3) Extracts of Resolution
4) Share Exchange ratio as worked out by a valuer
and for Form 3??
17 March 2010
For Form No. 2, all what you have stated will hold good.
For Form No. 3: also attach the Order of the High Court sanctioning the demerger.
For Form No. 3: also attach the Order of the High Court sanctioning the demerger.
17 March 2010
in this case what will be the date of allotment? The effective date from which Scheme is effective or dt of passing order by the court or any other date? Please help its urgent
17 March 2010
once you get the High court order, you will file it with the ROC and get the demerger effective.
Post the demerger becoming effective, Company B has to pass a seperate Board Resolution / Allotment Committee Resolution for allotment of shares. The date of allotment would be such date.
Post the demerger becoming effective, Company B has to pass a seperate Board Resolution / Allotment Committee Resolution for allotment of shares. The date of allotment would be such date.
17 March 2010
once you get the High court order, you will file it with the ROC and get the demerger effective.
Post the demerger becoming effective, Company B has to pass a seperate Board Resolution / Allotment Committee Resolution for allotment of shares. The date of allotment would be such date.
Post the demerger becoming effective, Company B has to pass a seperate Board Resolution / Allotment Committee Resolution for allotment of shares. The date of allotment would be such date.
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