Section 235 — Power to acquire shares of shareholders dissenting from scheme or contract approved by

majority.—(1) Where a scheme or contract involving the transfer of shares or any class of shares in a
company (the transferor company) to another compa ny (the transferee company) has, within four months
after making of an 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 of the transferee company or its subsidiary companies, the transferee
company may, at any time within two months after the expiry of the said four months, give notice in the
prescribed manner to any dissenting shareholder that it desires to acquire his shares.
(2) Where a notice under sub-section (1) is given, the transferee company shall, unless on an application
made by the dissenting shareholder to the Tribunal, within one month from the date on which the n otice
was given and the Tribunal thinks fit to order otherwise, be entitled to 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.
(3) Where a notice has been given by the transferee company under sub -section (1) and the Tribunal
has not, on an application made by the dissenting shareholder, made an order to the contrary, the transferee
company shall, on the expiry of one month from t he date on which the notice has been given, or, if an
application to the Tribunal by the dissenting shareholder is then pending, after that application has been
disposed of, send a copy of the notice to the transferor company together with an instrument of transfer, to
be executed on behalf of the shareholder by any person appointed by the transferor company and on its own
behalf by the transferee company, and pay or transfer to the transferor company the amount or other
consideration representing the price payable by the transferee company for the shares which, by virtue of
this section, that company is entitled to acquire, and the transferor company shall—
(a) thereupon register the transferee company as the holder of those shares; and
(b) within one month of the date of such registration, inform the dissenting shareholders of the fact
of such registration and of the receipt of the amount or other consideration representing the price
payable to them by the transferee company.
(4) Any sum received by the tra nsferor company under this section shall be paid into a separate bank
account, and any such sum and any other consideration so received shall be held by that company in trust
for the several persons entitled to the shares in respect of which the said sum o r other consideration were
respectively received and shall be disbursed to the entitled shareholders within sixty days.
(5) In relation to an offer made by a transferee company to shareholders of a transferor company before
the commencement of this Act, this section shall have effect with the following modifications, namely:—
(a) in sub-section (1), for the words “the shares whose transfer is involved other than shares already
held at the date of the offer by, or by a nominee of, the transferee company or i ts subsidiaries,”, the
words “the shares affected” shall be substituted; and

(b) in sub-section (3), the words “together with an instrument of transfer, to be executed on behalf
of the shareholder by any person appointed by the transferee company and on it s own behalf by the
transferor company” shall be omitted.