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1. an offer made to the general body of shareholders;

2. an offer made by or on behalf of some other body corporate with a view to the company becoming a subsidiary of such body corporate or a subsidiary of its holding company;

3. an offer made by or on behalf of an individual with a view to his obtaining the right to exercise, or control the exercise of, not less than one-third of the total voting power at any general meetings of the company; or

4. any other offer which is conditional on acceptance to a given extent;

5. receive any payment by way of compensation for loss of office, or as consideration for retirement from office, or in connection with such loss or retirement,-from such company; or

from the transferees of the shares or from any other person except as provided below.

It shall be the duty of the director concerned to take all reasonable steps to secure that details with respect to the payment proposed to be made by the transferees or other person (including the amount thereof) are sent with, any notice of the offer made for their shares which is given to any shareholders.

If :-

a) any such director fails to take reasonable steps as aforesaid; or

b) any person who has been properly required by any such director to include the said details in the aforesaid notice fails so to do;

he shall be punishable with fine which may extend to two hundred and fifty rupees.


a) the above provisions are not complied with ; or

b) the making of the proposed payment is not, before the transfer of any shares in pursuance of the offer, approved by a meeting, called for the purpose ,of the concerned shareholders

any sum received by the director on account of the payment shall be deemed to have been received by him in trust for any persons who have sold their shares as a result of the offer made, and the expenses incurred by him in distributing that sum amongst those persons shall be borne by him and not retained out of that sum.

If at a meeting called for the purpose of approving any payment, a quorum is not present and, after the meeting has been adjourned to a later date, a quorum is again not present, the payment shall, be deemed to have been approved.

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