Section 481, The Companies Act, 2009

(1) This section applies where a scheme or contractinvolving the transfer of shares or any class of shares in a transferor company to the transferee company has, within 4 months after the making of the offer in that behalf by the transferee company, been approved by the holders of not less than nine-tenths in value of the shares whose transfer is involved (other than shares already held at the date of the offer by, or by a nominee for, the transferee company or its subsidiary. (2) In the circumstances referred to in subsection (1), the transferee company may, at any time within 2 months after the expiration of the 4months referred to in subsection (1), give notice to any dissenting shareholder that it desires to acquire his shares. (3) The expression “dissenting shareholder” includes a shareholder who has not assented to the scheme or contract, and any shareholder who has failed or refused to transfer his shares to the transferee company in accordance with the scheme or contract. (4) If the notice referred to in subsection (2) is given, the transferee company is then, (unless on an application made by the dissenting shareholder within one month from the date on which the notice was given, the court thinks fit to order otherwise), entitled and bound to acquire those shares on the terms on which, under the scheme or contract, the shares of the approving shareholders are to be transferred to the transferee company. (5) But where shares in the transferor company of the same class or classes as the shares whose transfer is involved are already held (at the date of the offer) by, or by a nominee for, the transferee company or its subsidiary to a value greater than onetenth of the aggregate of their value and that of the shares (other than those already so held) whose transfer is involved, subsections (2) and (4) do not apply unless– (a) the transferee company offers the same terms to all holders of the shares (other than those already so held) whose transfer is involved or, where those shares include shares of different classes, of each class of them; and (b) the holders who approve the scheme or contract, besides holding not less than ninetenths in value of the shares (other than those so held) whose transfer is involved, are not less than three-fourths in number of the holders of those shares. 346 347 acquire shares of dissenting minority. No. 5 Companies Act 2009No. 5 Companies Act 2009348 349