Merger through High Court

Giridhar Babu (Querist) 14 December 2009 This query is : Resolved
Please let me know the procedure for merger of 2 Indian Companies which are registered in STPI. Also please share me the procedure of merger through high court.

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S.KARUNAMOORTHY (Expert) 14 December 2009
u can do so by invoking sec 391 to 396A of the companies act. the 2 co's moa must have a provision to this effect, if not alter interalia. pass a special resolution in the board meeting and make an application to the concerned HC for convening shareholders meeting and approve the merger scheme and send report to HC, then the HC will pass final order for merging of 2 companies

Giridhar Babu (Querist) 14 December 2009
Thank You. Can you please tell me the source to get step by step merger process, so that atleast I will have an idea to go ahead.

Tribhuwan Pandey (Expert) 14 December 2009
I agree with Mr. S.KARUNAMOORTHY. You have to file resolution of the Boar meeting to concern HC along with an application stating all details about merger supported by an affidavit.

Raj Kumar Makkad (Expert) 14 December 2009
I also do agree with Karuna.

Giridhar Babu (Querist) 15 December 2009
Thank you all for the information provided.

Manish Singh (Expert) 18 December 2009
all the answers are good but i would like to add one more point that you will also be required to draft the merger scheme which shall incorporate the scheme and objects in detail.this is also required to be submitted to the HC for approval and according to this scheme only, the HC decides on the merger.

Guest (Expert) 18 December 2009
The process is very very simple and any company law practitioner can get it done so easily as it is a straight merger without complications.