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anand das (service)     23 January 2012

Take over of a company

A limited company wants to take over a private limited company .

What is the procedure involved in this?

pls guide.



Learning

 6 Replies

Kashif Sami (Managing Director)     23 January 2012

Hi Anand.

I don't have an answer but I recall a friend of mine had consulted a really good lawyer in Bangalore for sorting out the same siutation, try them out. Her website is www.commonlawchambers.com

Hope it helps you out.

Best regards,

Kashif

2 Like

Jai Karan Nagwan (consultant)     24 January 2012

decide in the board of resolution and get SPA. but get due dilligence before any takeover.

1 Like

anand das (service)     25 January 2012

What is a difference between purchasing shares & purchasing business of a company ? Does purchasing business of a company include purchasing shares of a company?
 

Jai Karan Nagwan (consultant)     26 January 2012

Dear Anand, perhaps this is not academic interaction plateform. Untill you dont spell your specific query, tag will never be closed. please understand there are different mode of acquisition of company. Different agencies are involved. so please give the following information for better understanding the experts :-

1. brief facts.

2. asset value and turn over of both the companies.

3. Jurisdisction.

Regards,

Jai

1 Like

Ajinkya Kurdukar (Self)     27 January 2012

HI Anand..

Look firstly, i would want to clear that the procedure tha i am giving you is a straight procedure with the assumption that there are no procedural decrepencies in the copmanies record.

Board meeting-->Pass resolution to this effect-->sign the agreement--> takeover the shares i.e. buy the shares from the pvt company.

For the Pvt Co...the precess will be..

Board meeting--> pass resolution--> make an offer to sell the share to the exixting members of the company.---> if they decline, make the offer to the third party.

 

Above are the simple procedures to be followed and are not complicated.

 

Purchasing of shares involves the purchasing of only the shares of the company. here the holding and subsidiary rule may come into the picture. But purchase of business can be done even when there is no share capital of the company.

1 Like

harikrishan0077@gmail.com (harikrishan0077@gmail.com)     07 February 2012

Originally posted by :anand
"
A limited company wants to take over a private limited company .

What is the procedure involved in this?

pls guide.
"

Dear Anand,

As we all know the shares of Pvt. co. are not freely transferable[sec.3(1)(iii)(a)].

so the takeover can't be done utill BoD of Pvt. co. approves it [if restriction is provided in hands of BoD by AoA].

Plz. refer sec. 395 for takeover of pvt. co.

Regards.

Hari Krishan

1 Like

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