A public company merging with another company may merge with another company subject to sub-section (3) by passing a special resolution in its general meeting. But in the case of a private company, it will be according to the provision in its charter, regulations or unanimous agreement.
(2) When a public company merges with a private company or a private company merges with a public company, the public company shall continue to exist.
(3) If the merger proposal is passed as per sub-section (1), such company shall submit an application to the office within thirty days for approval by disclosing the following matters:-
(a) In the case of a public company, a copy of the decision of the general meeting as per sub-section (1) and the relevant provisions of the memorandum of association, regulations or unanimous agreement giving the right to merge in the case of a private company,
(b) the final balance sheet and auditor's report of the merging company,
(c) A copy of the written agreement of the amalgamator and the creditors of the amalgamating company,
(d) Valuation of movable and immovable property, assets and liabilities of the merging company,
(e) if any decision has been taken by the merging company and the merging company regarding the creditors and workers and employees of the merging company, a copy of such decision,
(f) Memorandum of Understanding (Scheme of Arrangement) concluded between the companies to merge with each other.
(4) If the notice according to sub-section (3) is given to the office, the office shall study the matter and give its decision within three months.
(5) Upon receipt of approval for merger from the office in accordance with sub-section (4), all assets and liabilities of the merging company shall be deemed to be transferred to the merging company.
(6) The office shall keep a separate record about the merged company in the company's registration file.
(7) Except as otherwise provided in the articles of association, regulations or unanimous agreement of the company, consolidation or merger of the company or alteration or transfer of shares. Shareholders who do not give their written consent to the sale of the entire equity of the company shall be so integrated and merged or exchange or transfer of shares or sale of equity.Before it happens, the assets of the company will be valued and the amount of its share ratio will be taken back from the merging company.
(8) Notwithstanding anything written elsewhere in this section, the office shall not approve the merger of a company if it is found to be a monopoly or unfair business control or contrary to public interest.
(9) When a non-profit-distributing company is merged with another similar non-profit-distributing company, the provisions of this section shall apply mutatis mutandis.