MINISTER OF STATE IN THE MINISTRY OF FINANCE(SHRI NAMO NARAIN MEENA)
(a): Amalgamation of two or more listed/ unlisted companies are governed under Sections
391-394 and 396 of the Companies Act 1956 read with Companies (Court ) Rules 1959 and
notifications issued thereunder.
For merger and amalgamation of listed companies the provisions of the Listing
Agreement inter–alia provides that the Scheme of Arrangement should not be in
violation of the securities law or the Stock Exchange requirement and the listed
company should file the scheme with the Stock Exchange for approval.
(b): Yes, Sir.
(c): In 2009-10 complaints against the following mergers/amalgamations were received as
follows:
1.Amalgamation of Reliance Petroleum Limited with Reliance Industries Limited.
The complaints relate to financial and accounting irregularities,
mis-appropriation by Reliance Industries Ltd., its promoters and associate
companies at the cost of national exchequer and minority shareholders. All the
complaints were referred to the petitioner companies and companies’ replies were
examined by the Registrar of Companies (ROC). Based on the replies of the company
and opinion of respective ROCs the amalgamation / merger was approved by the
competent Courts.
2.Merger of Flextronics Design Consumer Electronics (India) Pvt Ltd. and M/s
Solcctron India Pvt. Ltd. and M/s Coldwatt India Pvt Ltd. with M/s Flextronics
Technologies Pvt. Ltd. The complaints relate to the fact that the scheme of
merger has not been agreed to by the creditors of all the companies.
(d): The jurisdictional Regional Director does not give any clearance for the schemes under
Section 391-394 of the Companies Act, 1956. The Regional Director examines this
scheme as well as the petition and brings to the knowledge of competent Court any
inconsistency or violation of provisions of the Companies Act. The schemes are
sanctioned / approved by the competent Courts.
(e): Does not arise in view of reply to (d) above.
