The New Zealand Governor-General has recently made an order setting the commencement date of various amendments to the Companies Act 1993 that were enacted by Parliament late last year.
From 18 June 2007, all New Zealand incorporated companies will be able to send their shareholders a notice containing information about the availability of the annual report, rather than the annual report itself. Companies will also be able to prepare a concise annual report and send that (instead of a full annual report) to shareholders who request it. It is expected that these provisions will reduce compliance costs for companies, particularly those with large numbers of shareholders.
The changes make the reporting regime more similar to that in operation in Australia where companies have the option of sending a full or concise report to shareholders.
Related to this, NZX has proposed amendments to the NZSX Listing Rules to recognise that such a notice and concise annual report can now be sent to shareholders. Currently, the Listing Rules, like the Companies Act, simply require that an annual report is sent to each shareholder. The amendments have the support of the Listed Companies Association.
From 1 September 2007, Australian companies that are registered under Part 18 (Overseas Companies) of the Companies Act will no longer have to give certain prescribed information to the New Zealand Registrar of Companies if the information is held by a Registrar in Australia. Regulations setting out the prescribed information have also been made. The information includes incorporation applications, constitutions and similar defining documents, and directors’ names and addresses.
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The Hon'ble High Court of Bombay has held that where a Scheme of Amalgamation is executed between two companies registered in two different states [...], then the said two orders are two independent instruments.
Lawyers are pretty good at figuring it out quietly and amicably among themselves, without recourse to a public courtroom.
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