What is take-over bid

(b) Every such offer must contain a statement by or on behalf of the transferee company disclosing the steps it has taken to ensure that necessary cash will be available.
(c) Every circular containing or recommending acceptance of such offer must be presented to the Registrar for registration, and no such circular can be issued until it is so registered.
(d) The Registrar may refuse to register any such circular which'does not contain the prescribed information as per clause (a) above, or which sets out such information in a manner likely to give a false impression.
(e) An appeal may be made to the Court against an order of the Registrar refusing
to register such circular.
Any person responsible for issue of a circular containing an offer involving transfer of shares under a scheme of contract without getting the same registered shall be punishable with fine upto rupees five thousand".
Valuation of Shares. Where a dissenting shareholder files a petition before the Court in this regard, the Court may take into account the following factors:
1. Where the shares are quoted on the stock exchange, there is a satisfactory indication of the value of the shares-Press Caps Ltd., In re [1949J 1 All ER 1013(CA).
2. Where large majority of shareholders has already approved of the valuation, there is heavy burden on the applicant, who challenges the valuation, to prove that the valuation is inadequate-Grierson, Oldham and Adm's Ltd., In re [1967j 1 All ER 192. After all, where 90 per cent of the shareholders accept an offer as being fair, the burden is heavy on the ten per cent of the shareholders to prove that the offer is inadequate or unfair-Piramal Spg. and Wvg. Mills Ltd., In re [1980J 50 Compo Cas. 514.
3. The Court will not normally interfere with the valuation given by experts unless, of course, mala fide is suspected-Associated Hotel of India Ltd., In re [1968J 2 Compo LJ 292. But the Court will certainly not make an offer in favour of the transferee company if the transaction is unfair or unjust or is otherwise unconscionable and the Court feels satisfied that the majority has been duped-So Vishwanathan Vs. East India Distilleries and Sugar Factories Ltd. [1957J 27 Compo Cas. 175.
4. The dissenting shareholders should not receive any treatment which is unfavourable as compared to the treatment received by other shareholders.

~ 3. What is take-over bid? What is the procedure to be followed, under the Company Law, in such a case? Can take-over be challenged by anyone and, if so, on
what grounds? fC.A. (Final) Nov., 1987; Nov., 1990J
In a take-over bid when can a shareholder be called a Dissenting Shareholder? What procedure shall a transferee company follow to acquire shares of dissenting shareholders if the take-over bid is approved by the required majority?
fC.A. (Final) May, 1992J

. As per Companies (Amendment) Act, 2000.