COMPANIES ACT - 1963 (ACT 179)

    Section - 235 - Rights of Minority on Acquisition of Subsidiary Company

    (1) Where, as a result of an offer to the shareholders of a company or any of them, shares in that company are transferred to another body corporate, whether a company within the meaning of this Code or not, in this section called the transferee company, or its nominee and those shares, together with any other shares in the first mentioned company held by, or by a nominee for, the transferee company, or by, or by a nominee for, any of its associated companies at the date of the transfer, comprise or include three-fourths of the shares in the first named company or any class of those shares, then,

    (a) the transferee company shall within one month from the date of the transfer, unless on a previous transfer it has already complied with this requirement, give notice of that fact in the prescribed form to the holders of the remaining shares or of the remaining shares of that class, as the case may be; and

    (b) any such holder may within three months from the giving of the notice to him require the transferee company to acquire all or any of his shares.

    (2) Where a shareholder under subsection (1) of this section requires the transferee company to acquire any shares, the transferee company shall be entitled and bound to acquire those shares on the terms of the offer or on such other terms as may be agreed or as the Court, on the application of either the transferee company or the shareholder, thinks fit to order.

    (3) On any application to the Court under subsection (2) of this section the Court may, if it thinks fit, refer the matter to the Registrar who shall appoint one or more competent reporters to investigate the fairness of the offer and in that event subsections (5) and (6) of section 234 of this Code shall apply.