CASE STYDY Lalman Shukla v Gauri Dutt BY MUKUL TYAGI.pptx
Compromise and reconstruction
1. Group members
Kamran taimoor 18214954-017
Saddam hussain 18214954-035
Zeeshan taimoor 18214954-015
Ahmer abbas 18214954-019
Muhammad saeed 18214954-008
3. Mediation
Is a way of resolving a dispute b/w the parties by
involving a third party called mediator.
Parties are not bound to comply with the decision
of mediator.
4. Rules of mediation
1. The commission shall maintain a mediation and
conciliation panel of qualified individuals during the
proceedings before the commission or appellate bench.
2. Parties with mutual consent during proceedings before the
commission or appellate ,can refer the matter to
mediation and conciliation panel.
3. Fee and terms and condition of mediation and
conciliation panel shall be such as may be specified.
4. Panel shall dispose the matter within the 90 days and
forward its recommendations to the commission and
appellate bench.
5. Arbitration
Is the submission of a dispute to a third person
called arbitrator.
It is nominated by the parties to the dispute.
Parties are agreed to comply with the decision.
6. Compromise And Arrangement
Compromise means an arreangement b/w the parties
to a dispute to settle their differences by mutual
concessions.
• Parties agreed to settle dispute by give and take.
• As result future law suit based upon those claims is
not allowed.
7. Continued..
Arrangment includes a re organization of the share
capital of the co by consolidation of shares of
different classes or by division of shares into shares
of different classes or by both methods.
8. procedure
1. Application to commission
2. Notice of meeting and information
a. Meeting of creditors or members.
b. Rights of debenture holders.
c. Address from copies of adv can be obtained.
d. Director,ceo and trustee for debenture holders
provide necessary info.
9. Continued..
3. compromise and arrangement
4. Commission order
copy of compromise and arrangement certified by
an authorized officer of commission file to
registrar within 7 days.
5. Power of court
6. Power of commission
10. Reconstruction and amalgamation
The transfer a company’s business and undertakings
to a new company under which the shareholders old
company are entitled to receive shares or other
interests in the new company is called
reconstruction.
11. Conti….
The process by which two companies are combined
to form a new company is called amalgamation.
Companies lose their legal entity.
Amalgamation results in formation of new and
larger company.
12. Division/Demerger
The process by which company is broken down into
parts to form two or mare companies is called
division or demerger.
Divided parts form new companies.
13. Procedure
1. Application
Application to the commission to sanction arrangements
a. Proposes a scheme for recons,amal,or division.
b. All or some assets and liabilities of transferor company
c. transferred to transferee company as under scheme.
d. Copy of scheme to registrar.
14. Conti…
2. Meeting
a. Draft of scheme adopted by board of each applicant
company
b. Confirmation of filing copy of scheme to registrar.
c. Report of effect of compromise on each party.
d. Report of expert with regard to valuation.
15. Conti…
3. Order
Commission make order to make following provisions
a. Transfer of assets and liabilities to transferee by
transferor company
b. Allotment of appropriate shares,bonds or debentures
by transferee to transferor.
c. Continuation of legal proceedings if.
d. Dissolution of any transferor without winding up.
16. Transfer of shares
Rules regarding transfer of shares from transferor to transferee
company
1. Offer
I. Offer shall be accompanied by prescribed information.
II. Offer contain statement of transferee disclosing steps
taken to ensure that necessary cash available.
III. Acceptance of offer shall presented to registrar if he
registerd,then circular issued.
IV. Registrar rejects circular if it not include necessary info.
17. conti…
2. Approval of offer
Within 120 days of offer,scheme should be approved
with not less than 9-10thvalue of shares.
3. Dissenting shareholders
Within 60 days after expiry of 120 days,notice to any
dissenting shareholder that it desires to acquire his
shares on same terms and conditions as given in
scheme.
18. Conti..
5. Holding more than 1-10th shares
a. Transferee offers same terms to all holders who's
shares are involved.
6. Holding 9-10th shares
a. Within 30 days of transfer notice to shareholders not
agreed to scheme.
b. Any such holder within 90 days of notice can ask
transferee to acquire his shares.the transferee is
bounded to acquire then.
19. Amalgamation of wholly owned
subsidiaries
Company and one or more other that are wholly owned or two or
more companies wholly owned by the same person may
amalgamate if
1. Scheme of amalgation is approved by board of each
amalgamating company.
2. Each resolution provide
a. Shares of each transferor canceled without payment .
b. Person named in resolution will be director or directors of the
company.
c. If the board is satisfied transferee company pay debts as they
due during on year of amalgamation.
