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Gazette, and upon such publication the company shall

COMPANY LAW 08
be dissolved.
AMALGAMATION & STRIKING OFF
(6) Where a company/SH/creditor aggrieved by the
A) STRIKING OFF A COMPANY BY THE company being struck off, the court on application
REGISTRAR made by the company/SH or creditor before the
expiration of 5 years form the publication in the Gazette
S 394 of the notice referred to in subsection (5) may, if
(1) Where Registrar has reason to believe that a company is satisfied, that the company was at the time of the
not in operation, he may send a letter by post inquiring striking off carrying on business or in operation, or
whether the company is in operation. otherwise that it is just that the name of the company
should be restored to the register, order the name of
(2) Where the Registrar does not within one month of the the company to be restored to the register, and upon a
date of sending the letter referred to in subsection (1) certified copy of the order being delivered to the
receive any answer thereto, he shall within ten working Registrar for registration, the company shall be deemed
days from the date of expiry of the said period of one to have continued in existence as if its name had not
month, send to the company a letter by registered post been struck off the register, and the court may by such
referring to the first letter, and stating that no answer order give such directions and make such provisions as
thereto has been received, and that if an answer is not to it seems just for placing the company and all other
received to the second letter within one month from persons in the same position as nearly as may be, as if
the date thereof, a notice will be published in the the name of the company had not been struck off the
Gazette with a view to striking off the name of the register.
company from the register.
(7) A notice to be sent under the provisions of this section
(3) Where the Registrar under the provisions of subsection to a liquidator may be addressed to the liquidator at his
(2), either receives an answer to the effect that the last known place of business, and a letter or notice to be
company is not carrying on business or in operation, or sent under the provisions of this section to a company
does not within one month after sending the second may be addressed to the company at its registered
letter receive an answer, he may publish in the Gazette, office, or where no office has been registered, to the
and send to the company by post, a notice that at the care of some officer of the company at the most recent
expiration of three months from the date of that notice address recorded for that person in the annual returns
the name of the company specified therein will, unless or any other documents sent to the Registrar by the
cause is shown to the contrary, be stuck off the register company.
and be dissolved.

(4) In the winding up on the company, the Registrar believe

that no liquidator is acting, or that the affairs of the
company are fully would up, and the returns required to
be made by the liquidator under the provisions of the B) AMALGAMATION
Act have been made for a period 6 consecutive months,
the Registrar shall publish in the Gazette and send to Types of Amalgamation
the company or the liquidator, if any, a notice as is Amalgamation without the intervention of Court for any type
referred to in subsection (3). of Company. Usual or the "Long Form" amalgamation. Short
form amalgamation.
(5) Upon the expiration of the period specified in the notice
given under the provisions of subsection (3), (there is S 239 — Amalgamations
an error in the section given in the Act) the Registrar Two or more companies to continue as one company can be
may, unless cause to the contrary is previously shown one of the amalgamating companies or a new company. Public
by the company, strike off the name of the company notice of such amalgamation shall be given.
form the register, and shall publish notice thereof in the
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S 240 — Amalgamation proposal (a) a copy of the proposal

(b) copies of the board certificates

(1) Every company which proposes to amalgamate shall
approve as per S 241 an amalgamation proposal with (c) statement of rights of SH
following terms -
(d) any interests of any director
(a) the name of the amalgamated company;
(e) any further information & explanation for a SH to
(b) the registered office; understand the nature of the proposed
amalgamation & its results.
(c) names & addresses of the directors

(d) name and addresses of the secretary (4) Sending to each before 20 days -

(e) the share structure (a) send a copy of the proposal to every secured
creditor
(f) how shares of each company are converted
(b) give public notice of the proposed amalgamation
(g) the consideration paid to the holders of unconverted
shares (5) Approval of the amalgamating proposal-
(h) any payment to be made to a SH/director other than (a) by a special resolution as per s 92
payment in (g)
(7) A director who fails to comply with the requirements is
(i) details of subsequent management and operation
guilty of an offence.
(j) date of amalgamation
(8) When an amalgamation proposal would prejudice a
(2) A copy of the articles, if the proposed articles differ from creditor, he may apply to court to make an order to set
model articles aside the proposal.

DUTIES OF THE BOARD OF EACH AMALGAMATING

COMPANY S 242 — Short form amalgamation

S 241 — Approval of amalgamation proposal Vertical Short Form

(1) Before putting the amalgamation proposal to the SHs, (1) A company and one or more other companies owned by
the board of an amalgamating company should pass a it may amalgamate w/o complying with S 240 & 241 if -
resolution that-
(a) the amalgamation is approved by a resolution of the
(a) amalgamation is in the best interest of the board of each company; and
company; and
(b) the resolutions provide for -
(b) amalgamated company will pass the solvency test.
(i) the cancellation of shares of each company
w/o payment of any consideration
(2) A certificate should be signed by the directors who vote
in favour of the above resolution stating that- (ii) the articles to be the same

o conditions of the above subsection are satisfied, & (iii) the solvency test to be satisfied and
the reasons for that (in pursuant to an auditor’s
(iv) the directors to be the same
report etc.)

(3) Sending to each SH before 20 days-

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Horizontal Short Form S 243 — Registration of amalgamation proposal

(2) Two or more companies each of which is directly or
For the purpose of effecting an amalgamation, the following
indirectly wholly owned by the same company, may
documents shall be delivered to the Registrar for registration
amalgamate and continue as one company without
complying with the provisions of section 240 or section (a) the approved amalgamation proposal ;
241 if—
(a) the amalgamation is approved by a resolution of the (b) any certificates required under subsection (2) of
board of each amalgamating company; section 241 or subsection (5) of section 242;

(b) each resolution provides that— (c) a certificate signed by the board of each
amalgamating company stating that the
(i) the shares of all but one of the amalgamating
amalgamation has been approved in accordance
companies will be cancelled without payment or
with the provisions of this Act and the articles of the
other consideration;
company ;
(ii) the articles of the amalgamated company will be
the same as the articles of the amalgamating (d) a consent from each of the persons named in the
company whose shares are not cancelled; amalgamation proposal as a director of the
amalgamated company, to act as a director of that
(iii) the board is satisfied that the amalgamated company, as required by section 203 ; and
company will immediately after the
amalgamation becomes affective, satisfy the (e) a consent from each of the persons named in the
solvency test; and amalgamation proposal as secretary of the
amalgamated company, to act as secretary of that
(iv) the person or persons named in the resolution
company, as required by subsection (2) section 221.
will be the director or directors of the new
company
S 244 — Certificate of Amalgamation
General Provisions (1) The Registrar shall forthwith after receipt of the
(3) The board of each company at least in 20 days should documents required under section 243—
give- (a) if the amalgamated company is the same as one of
(a) written notice of amalgamation to the secured the amalgamating companies, issue a certificate of
creditors; and amalgamation in the prescribed form ; or

(b) give public notice (b) if the amalgamated company is a new company—

(i) enter particulars of the company on the

(4) The approval of the resolutions is deemed to be the
Register; and
approval of the amalgamation proposal.
(ii) issue a certificate of amalgamation in the
(5) A certificate should be signed by the directors who vote prescribed form together with a certificate of
in favour of the above resolution stating that- incorporation in the prescribed form.

o conditions of the above subsection are satisfied, &

(2) If an amalgamation proposal specifies a date on which
o the reasons for that. the amalgamation is intended to become effective, and
that date is the same as or later than the date on which
(6) For the purposes of this section, the solvency test shall the Registrar receives the documents, the certificate of
be applied without taking into account the stated amalgamation, and any certificate of incorporation shall
capital of the amalgamated company. be deemed to have affect on the date specified in the
amalgamation proposal.
(7) The directors who fail to comply with the above will be
guilty of an offence.
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(3) Notice of completion of such amalgamation shall be

given to the public by the company.