How the rights of the minority shareholders are protected during merger/amalgamation/takeover?

Minority shareholders rights are protected in following manner during merger/ amalgamation/takeover: The scheme is required to be approved by the shareholders, before it is filed with the NCLT (previously court) for its approval. The scheme is circulated to all the shareholders along with the statutory note of NCLT (previously court) convened meeting and the explanatory statement under section 230(3) of the Companies Act, 2013 approving the scheme of shareholders. The NCLT (previously court) while approving the scheme seeks objections, if any, against the scheme from the shareholders, etc. Any interested person (including minority shareholders) may appear before the NCLT following the due process. Under section 235 of the Act, a transferee company, which has acquired 90% shares of a transferor company through a scheme or contract, is entitled to acquire shares of remaining 10% shareholders. Such acquisition of 10% shares should be as per directions of NCLT. Under section 235, 236 and section 237(4) read with section 230(3) of the Companies Act, 2013, dissenting shareholders have been provided with an opportunity to approach NCLT. In case of takeover as per SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, SEBI has got power to appoint investigating officer to undertake investigation, in case complaints are received from investors, intermediaries or any other person.