Regulation 59 — Manner of giving notice under section 285

(1) A notice required to be given by a
transferee company—
(i) to any dissenting shareholder of the transferor company in pursuance of sub -section
(1) of section 285; or
(ii) to any shareholder of the transferor company who has not assented to the scheme or
contract in pursuance of clause (a) of sub-section (2) of said section;
shall be given in the manner provided in section 55 and regulation 34 for the service of documents by
a company on a member and the said notice may contain information including but not limited to date
of approval, date of notice, number of shares if the offer is limited to a certain class or classes of
shareholders, state description of that class or those classes along with kind of shares, date on which
acquiring of shares is proposed etc. and shall be given in the following manner:
• In the matter of; (Please state the name of the transferor company)
• Notice by; (Please state the name of the transferee company)
• Notice To; (Please state the Names and Addresses of dissenting
shareholders)

Whereas on the undermentioned date of notice, being a date within 120 days of the date of
the making thereof such offer, the scheme involving the transfer of shares of the company
(the transferor company) to the transferee company, was approved by the holders of not less
than nine-tenths in value of the shares, given below, other than shares already held by or by
a nominee for the transferee company or its subsidiary.
Now, therefore, the transferee compa ny, in pursuance of section 285(1) of the Companies
Act, 2017, hereby gives you (the dissenting shareholders) notice that it desires to acquire the
shares held by you in the transferor company.
And further take notice that unless, upon application made to the Commission by you the
above said dissenting shareholders on or before the date on which acquiring of shares is
proposed, mentioned below, being thirtieth day from the date of this notice the Commission
thinks fit to order otherwise, the transferee comp any will be entitled and bound to acquire
the said shares held by you in the transferor company on the terms of the above -mentioned
scheme, approved by the shareholders of the transferor company.
Name and Signature of authorized officer
Date:_________

(2) While making or issuing any offer or issuing any circular containing any
recommendation from the directors of the transferor company to the members of that company to
accept such offer, the company shall furnish to them the information specified in Form-23 in addition
to the statement referred to in clause (b) of sub section (5) of section 285.