Checklist for merger/amalgamation

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Bijender (Querist)
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03 November 2011 Hi

Can anybody share the checklist for merger of an unlisted private company with a listed company.

Thanks

shreya Jani

shreya Jani (Expert)
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05 November 2011 Merger Check List:

1. Board Meeting to decide to prepare a scheme of amalgamation.
2. Preparation of Scheme of Amalgamation by the professional consultant. The Scheme will include following:
• Appointed Date.
• Effective Date.
• Capital Structure of the transferor and transferee companies.
Share exchange ratio.
• Transfer of undertaking and liabilities of transferor company to transferee company from the appointed date.
• Transferor company to carry on business on behalf of transferee company between appointed date and
effective date.
• Main objects of the transferor company be become main objects of the transferee company.
• Conditions of Scheme.
3. Next Board Meeting to consider and approve the scheme of amalgamation as prepared by the professional consultant. Authority to make application to Court, sign documents and take all steps.
4. Inform the Stock Exchanges as per the Listing Agreements, where the shares of the Company are listed.
5. Application to the High Court (in Form No. 33 supported by affidavit in Form No. 34) for an order for calling/conducting and holding meeting of shareholders and creditors.
6. Send a copy of the Application to the concerned Regional Director, MCA and also to the ROC.
7. Obtain order of the High Court in Form No. 35, which includes all about the meeting. Here High Court has power to dispense the Meeting of Creditors of the Company on the condition that individual notice is sent to all the creditors inviting objections, if any.
8. Sending of Notice to the Shareholders (this will include the resolution u/s 81(1A) in case of Transferee Company only). If meeting of the creditors is also directed by the court, due to the receipt of any objection by the Creditors, then notice of meeting to creditors under Form 36 (for both).
9. Publish in the newspapers notice of the meeting, as directed by the Court, in Form No. 38 at least 21 days before the meeting.
10. Send to the SEs three copies of the published notice under the Listing Agreements.
11. Filing of Affidavit by the Chairman with the High Court regarding compliance of sending individual notice and publishing it, at least 7 days before the meeting.
12. Conduct of Shareholders/Creditors Meeting to approve the scheme. Also follow the instructions as given by the High Court for conduct of Meeting and results of voting by poll.
13. Reporting by the Chairman of the Meeting to the High Court about the proceedings at the meeting within 7 days in Form No. 39.
14. Inform Stock Exchanges about the proceedings of the Meeting and reporting to the High Court.
15. Petition in Form No. 40 to the High Court for Order of Amalgamation as per the Scheme, within 7 days of filing the Report by the Chairman under Form No. 39.
16. Send a copy to the concerned RD.
17. On the date of preliminary hearing the court will fix the date of final hearing, which is to be published in the same newspaper at least 10 days before the date of hearing.
18. Filing of affidavit with the High Court regarding publishing of notice, at least 7 days before the date of final hearing.
19. Pursuant to the High Court order, issue notice to the Central Govt.(Regional Director), CLB, ROC and OL of the High Court.
20. Scrutiny of books of accounts by CA as appointed by OL.
21. Reporting by Regional Director, MCA, ROC and Official Liquidator about the state of affairs of company.
22. Final hearing and passing of order by the Court.
23. Inform Stock Exchanges under Listing Agreements.
24. Obtaining certified copy of the order of High Court.
25. Filing of certified copy of order of High Court with ROC within 30 days of the date of order.
26. In case of Listed company, the Transferee Company will be required to fix a record date by giving 42 days notice (in case of physical mode) to SEs. Determination of the shareholders of transferor company(s) who will be requested to surrender their share certificates and to whom the certificates of new shares of the transferee company will be issued.
27. Issue of Share Certificate consequent of the Amalgamation & Record Date by the Transferee Company. RBI Approval in case of issue of shares to NRI.
28. Filing of Form No. 2.
29. Updation of Register of Members and other required Statutory Registers.
30. Apply to the SEs for listing for its new shares issued consequent to amalgamation.

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