A person holds 90% of the issued shares of a company. He wants to acquire the balance 10% of the shares from the existing shareholders. As a Company Secretary in practice, advise him.

CS Executive · Company Law · PYQS · June 2019
A person holds 90% of the issued shares of a company. He wants to acquire the balance 10% of the shares from the existing shareholders. As a Company Secretary in practice, advise him.

Answer & Explanation:

Section 236 of Companies Act, 2013, provides following provisions for the purchase of minority shareholding- In the event of an acquirer, or a person acting in concert with such acquirer, becoming registered holder of ninety per cent or more of the issued equity share capital of a company, or in the event of any person or group of persons becoming ninety per cent majority or holding ninety per cent of the issued equity share capital of a company, by virtue of an amalgamation, share exchange, conversion of securities or for any other reason, such acquirer, person or group of persons, as the case may be, shall notify the company of their intention to buy the remaining equity shares. The acquirer, person or group of persons under sub-section (1) shall offer to the minority shareholders of the company for buying the equity shares held by such shareholders at a price determined on the basis of valuation by a registered valuer in accordance with such rules as may be prescribed. Without prejudice to the provisions of sub-sections (1) and (2), the minority shareholders of the company may offer to the majority shareholders to purchase the minority equity shareholding of the company at the price determined in accordance with such rules as may be prescribed under subsection (2). The majority shareholders shall deposit an amount equal to the value of shares to be acquired by them under sub-section (2) or sub-section (3), as the case may be, in a separate bank account Accordingly, by following the aforesaid steps the person can acquire the balance 10% shares from the existing shareholders subject to fulfilment of requirement of the minimum number of members in the company.

Topics: Shares and Debentures

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