Meaning of Take-over

Meaning of Take-over
'Take-over' means taking over the direct or indirect control over the assets of another company. The control is taken over through the purchase of shares of the company to be acquired.
Dissenting Shareholder

Procedure
5.395(1) provides that where a scheme or contract involving the transfer of shares or any class of shares in a company (i.e., transferor company) to another company (tranferee company) has, within 4 months after the making of the offer in that behalf by the transferee company, been approved by the holders of not less than 9/ lOths in value of the shares whose transfer is involved (other than shares already held at the date of the offer by, or by a nominee for, the transferee company or its subsidiary), the transferee company may, at any time within 2 months after the expiry of the said 14 months, give notice in the prescribed manner to any dissenting shareholder, that it desires to acquire his shares. When such a notice is given, the transferee company shall be entitled and bound to acquire those shares on the terms on which, under the scheme or contract, the shares of the approving shareholders are to be transferred to the transferee company. The dissenting shareholder may apply to the Court for an otherwise order which may be issued if the Court so thinks fit. The application must, however, be made by the dissenting shareholder within one month from the date on which the notice was given.
Where shares in transferer company of the same class as the shares whose transfer is involved are already held as aforesaid to a value greater than 1 /lOth of the aggregate of the value of all the shares in the company of such class, the foregoing provisions of this sub-section shall not apply unless:
(a) the transferee company offers the same terms to all holders of the shares of that class (other than those already held as aforesaid) whose transfer is involved; and
(b) the holders who approve the scheme or contract, besides holding not less than 9/10ths in value of the shares (other than those already held as aforesaid) whose transfer is involved, are not less than 3/4ths in number of the holders of those shares.
Sub-section(2) provides that where, in pursuance of any such scheme or contract as aforesaid, shares, or shares of any class, in a company are transferred to another company or its nominee, and those shares of the same class, as the case may be, in the first-mentioned company held at the date of the transfer by, or by a nominee for, the transferee company or its subsidiary comprise 9/10ths in value of the shares, or the shares of that class, as the case may be, in the first mentioned company, then:
(a) the transferee company shall, within one month from the date of the transfer (unless on a previous transfer in pursuance of the scheme or contract it has already complied with this requirement), give notice of that fact in the