law: Companies Act, 2013 
  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 company (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 notice 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 the 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.
  1.     
  2.     
  3.     
  4.      Any sum received by
  
  the transferor 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 or 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 its 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 its own behalf by the transferor company” shall be
  
  omitted.
  Explanation.— For the purposes of
  
  this section, “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.