Section 378ZN: Amalgamation, merger or division, etc., to form new Producer Companies

Section 378ZN: Amalgamation, merger or division, etc., to form new Producer Companies · Complied AI

(8)

The resolution referred to in this section shall provide for—

(a)

the regulation of conduct of the affairs of the Producer Company in future;

(b)

the purchase of shares or interest of any Members of the Producer Company by other Members or by the Producer Company;

(c)

the consequent reduction of its share capital, in case of purchase of shares of one Producer Company by another Producer Company;

(d)

termination, setting aside or modification of any agreement, howsoever arrived between the company on the one hand and the directors, secretaries and manager on the other hand, apart from such terms and conditions as may, in the opinion of the majority of shareholders, be just and equitable in the circumstances of the case;

(e)

termination, setting aside or modification of any agreement between the Producer Company and any person not referred to in clause (d):

Proviso

Provided that no such agreement shall be terminated, set aside or modified except after giving due notice to the party concerned:

Proviso

Provided further that no such agreement shall be modified except after obtaining the consent of the party concerned;

(f)

the setting aside of any transfer, delivery of goods, payment, execution or other act relating to property, made or done by or against the Producer Company within three months before the date of passing of the resolution, which would if made or done against any individual, be deemed in his insolvency to be a fraudulent preference;

(g)

the transfer to the merged company of the whole or any part of the undertaking, property or liability of the Producer Company;

(h)

the allotment or appropriation by the merged company of any shares, debentures, policies, or other like interests in the merged company;

(i)

the continuation by or against the merged company of any legal proceedings pending by or against any Producer Company;

(j)

the dissolution, without winding up, of any Producer Company;

(k)

the provision to be made for the Members or creditors who make dissent;

(l)

the taxes, if any, to be paid by the Producer Company;

(m)

such incidental, consequential and supplemental matters as are necessary to secure that the division, amalgamation or merger shall be fully and effectively carried out.