State the provisions of the Companies Act, 1956

shareholders of the company that is being wound up. Alternatively, the members of the transferor company may receive.any other benefit from the transferee company. To give effect to it, the following conditions must exist:
(i) the transferee company should be in the process of being wound up as
members' voluntary winding up;
(ii) there should be a proposal to transfer or sell the whole or part of its business
or property, to another company (i.e., the transferee company); and
(iii) the transferor company should approve, by a special resolution, the proposal to confer authority, whether general or particular on the liquidator to put the above scheme or arrangement into effect. The transferor company may pass such a resolution either before or concurrently with the resolution for voluntary winding up or for the appointment of a liquidator.
The liquidator usually gives notice to all the shareholders of the transferor compahy as regard the number of shares to which they are entitled, the amount payable by them thereon and the time within which they must apply for shares. The sale or arrangement under this provision is binding on all the members whether they agree to it or not.
Rights of Dissenting Shareholders. If any member does not vote in favour of the
. special resolution, he may address to the liquidator his dissent in writing within seven
days subsequent to the passing of the special resolution and require him:
(a) to abstain from carrying the resolution into effect; or
(b) to purchase his interest at a price to be determined by agreement or arpitration
in the manner provided by Section 494.
The liquidator has the right to exercise either of the above options. Should he elect to purchase, he must raise the money in such a manner as determined by the company. It must be paid prior to the company being dissolved. It is a common practice to make a provision in the scheme, enabling the liquidator to sell the shares of those who neither agree nor apply within the prescribed time and to distribute the sale proceeds among them.

~ 5. State the provisions of the Companies Act, 1956 with regard to amalgamation of a company with another company through the sale of undertaking.

Y'lns ..

Reconstruction! Amalgamation by Sale of Undertaking [Section 394]
According to Section 394, where an application is made to the Court under Section 391 and it is shown to the Court that the compromise or arrangement has been proposed for the purpose of a scheme of reconstruction of any company or amalgamation of two or more companies and that under the scheme the whole or any part of the undertaking, property or liabilities of any company is to be transferred to another company, the Court may make provisions for all or any of the following matters:
(a) The transfer to the transferee company of the whole or any part of the
undertaking, property or liability or any transferor company.
(b) The allotment or appropriation by the transferee company of any shares,
debentures, policies or other like interests in that company which under the