New rules for takeover of Unlisted Companies

On 3 February 2020, the Ministry of Corporate Affairs ("MCA") notified sections of the Companies Act 2013 (the Act) in relation to takeover of unlisted companies. With the notification of sub-section 11 & 12 of section 230 of the Act, any shareholder holding more than 75% or 3/4th of the total shareholding of the company. may make an application to the National Company Law Tribunal to acquire the remaining shareholding of the Company. However, this section would not be applicable for the transactions executed by way of execution of share purchase agreement etc. where the consent of buyer and sellers of the shares are obtained.

With the above notification, MCA has also amended National Company Law Tribunal Rules, 2016 and Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 to lay down a complete provision for the takeover by the shareholders holding 75% of shares in the Company. The aforementioned section also provides procedure to seek remedy by the aggrieved shareholders i.e. minority affected by such takeover.



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