Moa - amalgamation power

Max Payne (employed) (2569 Points)

28 January 2012  

Dear Members,

Please help me urgently on these queries on merger -

 

Query 1.

MOA of a Pvt Ltd company in incidental objects clause, provides that the company can amalgamate with company carrying on wholly or partly similar business. But transferor company has a different business.

Is it possible for the companies to amalgamate? Can it be relied on, that to amalgamate is a power of the company granted under the companies act, and not an object of the company?

Or should we proceed to modify the MOA of the transferor company to give it unlimited amalgamating power?

 

Query 2.

The authorised capital of the transferee company has been fully utilised.

Is it possible to provide in the scheme of amalgamation, that the authorised capital of the transferor shall stand automatically increased by the shares issued to members of the transferor company? (Face value of both companies shares 10)

Can we thus avoid the procedure for increase of authorized capital by members resolution to alter MOA?

 

Query 3.

Is it necessary to add the main object of transferor company to the main objects clause of transferee company MOA?

The business of transferor isnt intended to be continued?

 

Thanks in advance for your valuable answers.