Section 284

Amalgamation of wholly owned subsidiaries in holding company.—(1) A company and one or more other companies that is or that are directly or indirectly wholly owned by it, may amalgamate and continue as one company (being the company first referred to) without complying with sections 279 to 282, if—

(a) the scheme of amalgamation is approved by the board of each amalgamating company; and

(b) each resolution provides that—

(i) the shares of each transferor company, other than the transferee company, will be cancelled without payment or other consideration; and

(ii) the board is satisfied that the transferee company will be able to pay its debts as they fall due during the period of one year immediately after the date on which the amalgamation is to become effective and a declaration verified by an affidavit to the effect will be filed with the registrar; and

(iii) the person or persons named in the resolution will be the director or directors of the transferee company.

(2) Two or more companies, each of which is directly or indirectly wholly owned by the same person, may amalgamate and continue as one company without complying with section 279 or section 282 if—

(a) the scheme of amalgamation is approved by a resolution of the board of each amalgamating company; and

(b) each resolution provides that—

(i) the shares of all the transferor companies will be cancelled without payment or other consideration; and

(ii) the board is satisfied that the transferee company will be able to pay its debts as they fall due during the period of one year immediately after the date on which the amalgamation is to become effective and a declaration verified by an affidavit to the effect will be filed with the registrar; and

(iii) the person or persons named in the resolution will be the director or directors of the transferee company.

(3) The board of each amalgamating company must, not less than twenty days before the amalgamation is proposed to take effect, give written notice of the proposed amalgamation to every secured creditor of the company.

(4) The resolutions approving an amalgamation under this section, taken together, shall be deemed to constitute an amalgamation proposal that has been approved.

[1][(5) The transferee company shall file a copy of the scheme so approved in the manner as may be specified, with the registrar where the registered office of the company is situated.]

(6) Any contravention or default in complying with requirements of this section shall be an offence liable to a penalty of level 2 on the standard scale.

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RELEVANT FORM

[1] Substituted through Companies (Second Amendment) Ordinance, 2020 dated 07-07-2020. Before substitution it was:

“The transferee company in the manner as may be specified, shall file with the registrar where the registered office of the company is situated a copy of the scheme so approved”