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Consideration in Merger Amalgamation

khusboo (Company Secretary) (90 Points)

09 March 2011

Dear all,

Can we pay full amount of consideration in cash in Amalgamation and merger.

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Tehsinkhan Pathan (CA CMA DISA(ICAI) B.COM) (3956 Points)
Replied 09 March 2011

I THINK IT WOULD BE POSSIBLE IN AMALGAMATION IN THE NATURE OF PURCHASE ......

BUT IT IS NOT POSSIBLE FOR AMALGAMATION IN THE NATURE OF MERGER AS FOLLOWING 5 CONDITIONS ARE NECESSARY FOR MERGERS :-

1. The Transferor Company must take over all the assets and all the liabilities of the transferor
company.
2. Assets and Liabilities of the transferor company will be taken over by the transferee company
at their book value.
3. The transferee company must carry on the same nature of business as that of the transferor
company.
4. At least 90% of the Equity Shareholders of the transferor company must agree to become the
shareholders of the transferee company.
5. The transferee company must discharge the amount of Purchase consideration by issuing its
Equity Shares to the Equity Shareholders of the transferor Company and if there is any Fraction
it would be paid in Cash.