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ANALYSIS OF SECTION 235 of Companies Act 2013

ANALYSIS OF SECTION 235 [read with sec 236, 238, 186(2)(c)]


235(1): - Where a scheme (u/s 230-232) or contract (b/w transferor and transferee co) involving the transfer of shares or any class of shares OF the transferor company TO the transferee company has,

within 4 months after making of an offer in that behalf by the transferee company,

been approved by the holders of not less than 9/10 in value of the shares whose transfer is involved,

other than shares already held at the date of the offer by, or by a nominee of the transferee company or its subsidiary companies,

the transferee company may, at any time within 2 months after the expiry of the said 4 months,

give notice in the CAA 14 to any dissenting shareholder that it desires to acquire his shares.

(2) Where a notice under sub-section (1) is given, the transferee company shall, unless on an application made by the dissenting shareholder to the Tribunal, within 1 month from the date on which the notice was given and the Tribunal thinks fit to order otherwise, be entitled to and bound to acquire those shares on the terms on which, under the scheme or contract, the shares of the approving shareholders are to be transferred to the transferee company.

(3) Where a notice has been given by the transferee company under sub-section (1) and the Tribunal has not, on an application made by the dissenting shareholder, made an order to the contrary, the transferee company shall, on the expiry of one month from the date on which the notice has been given, or, if an application to the Tribunal by the dissenting shareholder is then pending, after that application has been disposed of, send a copy of the notice to the transferor company together with an instrument of transfer, to be executed on behalf of the shareholder by any person appointed by the transferor company and on its own behalf by the transferee company, and pay or transfer to the transferor company the amount or other consideration representing the price payable by the transferee company for the shares which, by virtue of this section, that company is entitled to acquire, and the transferor company shall—

(a) thereupon register the transferee company as the holder of those shares;


(b) within 1 month of the date of such registration, inform the dissenting shareholders of the fact of such registration and of the receipt of the amount or other consideration representing the price payable to them by the transferee company.

(4) Any sum received by the transferor company under this section shall be paid into a separate bank account, and any such sum and any other consideration so received shall be held by that company in trust for the several persons entitled to the shares in respect of which the said sum or other consideration were respectively received and shall be disbursed to the entitled shareholders within 60 days.


analysis of section 235

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