MIDC property can be acquired directly by transfer of leasehold rights with the prior concurrence of MIDC or it can also be acquired through company takeover (change of management) of Private Limited Company with transfer of the shares and control of the company.
The Company takeover of an industry in MIDC has two main steps:
- Transfer of the shares of the company simultaneously induction of New Directors and exit of the current directors.
- Obtaining approval of MIDC for the change of management.
Before transferring the share of the company to new shareholders and appointing new Directors in the company, the purchaser must carry out proper due diligence & search of the company, directors & Property which may includes:-
- Reviewing the Memorandum of Association and Article of Association of the company
- ROC Search of the company to find out status of the company, charges & filing of returns etc. Also search of the directors to find the current status of each director.
- Physical verification of all company documents.
- Check for all compliance, licenses, permits and consents issued by various departments. Verification from the concerned departments if any notice was issued due to non compliance and the matter still remains unsettled.
- Publication of Notice in newspaper inviting claims & objections.
- Physical verification of all original Property documents.
- Search of property in Sub registrar office and obtaining Title report by advocate.
- Verification from Regional office of MIDC regarding charge on the property or there are any pending issues need to be settled.
Once Due diligence is done and the Purchaser is satisfied with the title of the company to the said property, the Purchaser may go ahead for the acquisition of the company. The Purchaser must take all adequate precautions to ensure that all current liabilities on the company and the property are cleared before taking over the company and making payment of the consideration amount to the seller. Transfer of shares can be completed in following steps:
- Preparation of draft Share Purchase Agreement and obtaining approval of the Purchaser and the Seller.
- Shares and Assets valuation of the company to ascertain the value of each share of the company for proposed transfer.
- Execution of Share Purchase Agreement.
- Appointment of New Directors and Resignation of Old Director in ROC
After completion of ROC work, the new director of the company can apply to MIDC for change in management of company along with CA certificate and other requisite documents. MIDC levies transfer charges / premium of such transfers.
Our company ASCC can assist you for acquisition / transfer of any company along with the assets in a highly professional manner. In case you want to acquire any industrial property directly or want to acquire a company with its business / industrial assets you may get in touch with us. We would be happy to help you.
Ascent Supply Chain Consultants Pvt Ltd (ASCC)
406, Raheja Arcade
Sector -11, CBD Belapur
Navi Mumbai – 400614