Companies Act, 2006

177. Amalgamation of companies: (1) A public company may, for the purpose of merging with another company, pass a special resolution in its general meeting and, subject to sub-section (3), merge with another company. Provided that in the case of a private company, it shall be as per the provisions of its memorandum, articles, or unanimous agreement.

(2) When a public company merges into a private company, or a private company merges into a public company, the public company shall survive.

(3) If a resolution for merger is passed under sub-section (1), such company shall submit an application to the Office for approval within thirty days, containing the following:-
(a) In the case of a public company, the resolution of the general meeting under sub-section (1); in the case of a private company, a copy of the relevant provision of the memorandum, articles, or unanimous agreement granting the power to merge,
(b) The latest balance sheet of the merging company and the auditor's report,
(c) A copy of the written consent letter from the creditors of both the merging and the surviving company,
(d) Valuation of movable and immovable property of the merging company, and true details of assets and liabilities,
(e) A copy of any decision made by the merging and surviving companies regarding the creditors, workers, and employees of the merging company,
(f) The scheme of arrangement concluded between the companies for merger.

(4) If notice under sub-section (3) is given to the Office, the Office shall study the matter and inform its decision within three months.

(5) Upon receiving approval for merger from the Office under sub-section (4), all assets and liabilities of the merging company shall be deemed to have devolved upon the surviving company.

(6) The Office shall maintain a separate record in the register of companies regarding the merged company.

(7) Unless otherwise provided in the company's memorandum, articles, or unanimous agreement, a shareholder who does not give written consent to the consolidation, merger, exchange or transfer of shares, or sale of the

(8) Except for the dividend approved by the General Meeting, the company shall not pay or distribute any amount in cash or in kind to the shareholders in a manner that imposes an expenditure burden on its funds.

(9) After the expiry of a period of five years from the date on which the General Meeting of the company decided on the distribution of dividend, the amount of dividend not collected by any shareholder shall be deposited in the Investor Protection Fund established pursuant to Section 183.

(10) When a company deposits the amount pursuant to subsection (9) into the fund pursuant to Section 183, it shall publish a notice in a national daily newspaper giving a notice period of at least one month before the expiry of the period mentioned in that subsection.

(11) The amount of dividend to be distributed to shareholders pursuant to this Act shall, within forty-five days from the date of approval by the General Meeting, be deposited by the company in a separate account and the dividend amount shall be paid from that same account, and the company shall not be allowed to use such amount for other purposes.