What is the entitlement of dissenting shareholders in case of amalgamation between banking companies? What are the information and documents required to be submitted by the banking companies to the Reserve Bank of India

CS Professional · Corporate Restructuring, Insolvency, Liquidation & Winding-up · PYQS · December 2019
What is the entitlement of dissenting shareholders in case of amalgamation between banking companies? What are the information and documents required to be submitted by the banking companies to the Reserve Bank of India for determination of the value of shares by the Reserve Bank of India?

Answer & Explanation:

Dissenting Shareholders means the holders of the shares who have validly exercised and not effectively withdrawn or lost their rights to dissent from the merger and to receive payment of the fair value of their shares. In terms of Section 44A(3) of the Banking Regulation Act, 1949 , a dissenting shareholder is entitled, in the event of the scheme being sanctioned by the Reserve Bank of India, to claim within 3 months from the date of sanction, from the banking company concerned, in respect of the shares held by him in that company, their value as determined by the Reserve Bank of India when sanctioning the scheme and such determination by the Reserve Bank of India as to the value of the shares to be paid to the dissenting shareholders shall be final for all purposes. To enable the Reserve Bank of India to determine such value, the amalgamating/ amalgamated banking company shall submit the following: A report on the valuation of the shares of the amalgamating / amalgamated company made for this purpose by the valuers appointed for the determination of the swap ratio. Detailed computation of such valuation. Where the shares of the amalgamating/amalgamated company are quoted on the stock exchange Details of the monthly high and low of the quotes on the exchange where the shares are most widely traded together with number of shares traded during the six months immediately preceding the date on which the scheme of amalgamation is approved by the Boards. The quoted price of the share at close on each of the fourteen days immediately preceding the date on which the scheme of amalgamation is approved by the Boards. Such other information and documents as the Reserve Bank of India may require.

Topics: Amalgamation of Banking Companies

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