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Q1. A meeting of members of DEF Limited was convened under the orders of Tribunal. The meeting was attended by 600 members holding 18,00,000 shares. 240 members holding 14,00,000 shares in the aggregate voted for the scheme. 280 members holding 4,00,000 shares in the aggregate voted against the scheme. 80 members holding 1,00,000 shares abstained from voting. Examine whether the scheme was approved by the requisite majority
Yes the scheme is approved by requisite majority
No the scheme is not approved by the requisite majority
Depends on Annual General Meeting
Depends on Directors
Q2. Whether the liability of offences committed by officer in default of transferor company under section 240 prior to the merger or amalgamation or acquisition be continued even after such merger or amalgamation or application shall be dismissed on the grounds that transferor company is no more in existence
The liability of offences shall continue even after such merger, amalgamation or acquisition
The Tribunal shall direct whether they shall continue or dismissed
The Existence of company is dissolved and hence the application or liability of such offences shall be nullified
None of the above
Q3. Comment on the following: “The object clause of memorandum of association shall contain a clause of approving the amalgamation or merger or acquisitionâ€
To amalgamate with another company is the inherent power of the company and not an object of company and hence above statement is not valid.
Memorandum of Association shall contain provisions of merger and amalgamation, otherwise the act would be ultravires the company and hence statement is true
Depends on Annual General Meeting
Depends on Directors
Q4. For scheme to be approved under section 233, the scheme should be approved by members or class of members at a ___________________ holding at least ____________ of the total number of shares
A meeting called by Tribunal, 75%
AGM 90%
A meeting called by Tribunal, 90%
General meeting 90%
Q5. The time limit within which the representation if any, of Sectoral regulators shall be made within _________ from the date of receipt of Notice of the meeting to be called, held and conducted by the Tribunal
45 days
30 days
60 days
90 days
Q6. "Section 233 refers to merger of which of the following: 1. Between 1 small company and not a small company on other side 2. Between holding and its wholly owned subsidiary company Between holding and its subsidiary company where it holds 99.9 % shareholding and only 0.1% shares are held as per section 187"
Only 2
1 and 2
2 and 3
All of above
Q7. Bajaj Limited was demerged to Bajaj Fiserv Limited and Bajaj Limited. What type of demerger is this?
Total demerger
Partial demerger
Internal reconstruction
Demerger in the nature of purchase
Q8. In the scheme of acquisition of shares or any class of shares in a company (transferor company) to another company (transferee company) needs approval of _________ of the shares within the time period of _____________ of making offer by the transferee company
3/4th shareholders in value, 120 day
9/10th shareholders, 120 day
9/10th shareholders in value , 4 months
90% shareholders, 120 day
Q9. The transferor company or companies get wound up in the scheme of amalgamation and merger. what is this called?
Dissolution without winding up
Compulsory winding up
Dissolution with NCLT orders
"Dissolution with high court order"
Q10. For amalgamation in the nature of merger, the companies need to follow which of the following conditions: 1. All the assets and liabilities of the transferor company become after amalgamation, the assets and liabilities of the transferee company 2. Shareholders holding not less than 90% of the face value of the equity shares of the transferor company become either equity or preference shareholders of the transferee company by virtue of amalgamation 3. The business of transferor company is intended to be carried on after the amalgamation by the transferee company The consideration for the amalgamation receivable by those equity shareholders of the transferor company who agree to become equity shareholders can also be discharged partly in cash and partly by equity shareholder
1,2 &4
1,3&4
1&3
2&4
Q11. Under the scheme of compromise or arrangement, the undertaking, property and liabilities of ABC Enterprises Pvt. Ltd. and PQR Industries Pvt. Ltd. were transferred to new company XYZ Industries Pvt. Ltd., formed under the Companies Act, 2013. Comment which type of merger or amalgamation is it:
Merger by absorption
Amalgamation in the nature of merger
Amalgamation in the nature of purchase
Merger by formation of a new company
Q12. What is the role of transferor company in the event of purchase of minority shareholders by acquirer, person acting in concert with acquirer or group of persons
Delivering agent for minority shares
Transfer agent
Pricing agent
Value of its own shares
Q13. The books and papers of amalgamated or transferor company shall be preserved for_________
10 yrs
Uptil permission to dispose off by CG
Permanently
8 yrs
Q14. ABC Limited is a wholly owned subsidiary of VWX limited. The company made an application of merger under section 232 and the tribunal rejected the application with the view that it should file an application under section 233. Comment on Tribunals Order of rejection of application
The Tribunals rejection reason was not correct and the application cannot be rejected on this grounds
The Tribunal has all right and power to reject the application on any grounds
Depends on Annual General Meeting
Depends on Directors
Q15. For cross border mergers and amalgamation of foreign company with Indian company, the Company Secretary after complying with the Companies Act Provisions came with the conclusion to issue equity shares with differential rights to the shareholders of merging company. Advice on the decision of Company Secretary
The company can issues any type of securities and hence can issue equity shares with differential rights
The company cannot issue anything of its choice and will depend on the decision of Tribunal and RBI
No, the consideration can be only cash, Depository receipts or party cash and depository rights
None of the above
Q16. For scheme to be approved under section 233, the scheme should be approved by majority representing ____________ of the creditors or class of creditors
3/4
9/10
75 percent in value
9/10 in value
