Takeover Rules - Unlisted Company - Companies Act 2013

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Takeover Rules - Unlisted Company - Companies Act 2013

The Central Government hereby makes the following rules, further to amend the Companies Rules, 2016.
A member of the company shall make an application for arrangement, for the purpose of takeover offer in terms of sub-section (11) of section 230, when such member along with any other member holds not less than three-fourths of the shares in the company, and such application has been filed for acquiring any part of the remaining shares of the company.

-Nothing in this sub-rule shall apply to any transfer or transmission of shares through a contract, arrangement or succession, as the case may be, or any transfer made in pursuance of any statutory or regulatory requirement.

The reports of a registered valuer disclosing the details of the valuation of the shares proposed to be acquired by the member after taking into account the following factors.

The fair price of shares of the company to be determined by the registered valuer after taking into account valuation parameters including return on net worth, the book value of shares, earning per share, price earning multiple vis-d-vis the industry average, and such other parameters as is customary for valuation of shares of such companies.

Further, the NCLT Rules got amended with new rules i.e. the National Company Law Tribunal (Amendment) Rules, 2020 with the insertion of the following to make the above said changes effective through the proper forum.

In the National Company Law Tribunal Rules, 2016 (hereinafter referred to as the principal rules), after rule 80, the following rule shall be inserted, namely:-
“80A. An application under section 230. – An application under sub_ section (12) of section 230 may be made in Form NCLT-1 and shall be – accompanied with such documents as are mentioned in Annexure B.

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