Stable Ltd. is being merged in Growing Ltd. As a Practicing Company Secretary, what are the information required to check if there is cross holding of Directors of the Transferee and Transferor Companies?
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · June 2017
Stable Ltd. is being merged in Growing Ltd. As a Practicing Company Secretary, what are the information required to check if there is cross holding of Directors of the Transferee and Transferor Companies?
Answer & Explanation:
As a Practicing Company Secretary, to check for cross-holding of Directors between the Transferee Company (Growing Ltd.) and the Transferor Company (Stable Ltd.) during a merger, the following information would be required: Relationship between Directors: Details of the relationship between the directors of the transferee and transferor companies under the Companies Act, 2013. This includes identifying common directors or directors who are relatives of each other. Authorized Signatories for Application/Petition: Names of the officers of both the transferee and transferor companies who are authorized to sign the Application, Affidavit, and Petition for the merger. It should be noted that the companies concerned can authorize any one person to act on their behalf, who may be from either of the companies. Newspaper Publication Details: Names of the English and regional language newspapers in which notices regarding the merger are to be published. This helps in verifying compliance with public notice requirements. Chairmen of Meetings: Names in preferential order as to the chairmen of the meetings of the transferee and transferor companies. The chairman in this case need not be a director on the board of directors of the company concerned or even a member of the company. List of Creditors and their Dues: A comprehensive list of creditors of both companies and the amounts due to them. This is crucial for assessing liabilities and ensuring creditor protection during the merger. Individual Cases and Categorization: A list of individual cases, as well as their categorization in various slabs, which might be relevant to the merger process or any specific approvals required.
Topics: Mergers & Acquisitions
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