Treatment of Charges upon Amalgamation

This query is : Resolved

sundeep (Querist)
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20 December 2007 Re: Clarification

Facts of the case
Treatment of Charges filed by Transferor Company (say A Ltd.) upon its amalgamation with Transferee Company (say B Ltd.)

A Ltd. got amalgamated with B. Ltd. vide amalgamation order dt. 1.12.2006.

A Ltd. had earlier filed some charges which are still appearing under its CIN, even after amalgamation

A Ltd. does not have any signatory registered for signing and e-filing any documents

The charges created by A Ltd. needs to be satisfied.
By virtue of amalgamation order, all assets and liabilities of A Ltd. got transferred to B. Ltd.

Queries:-

1. Do the charges created by A. Ltd. automatically get transferred to B. Ltd. by virtue of the amalgamation order of the Court.

2. If not, what should be done in order to transfer the charges from the CIN of A Ltd. to that of B Ltd. so that B. Ltd. can make arrangements for their satisfaction?

3. In case any document is to be filed under the CIN of A Ltd., who is going to sign the same keeping in view that fact that A. Ltd. does not have any signatory registered for signing and e-filing any documents?

4. What is the time limit within which, documents if any, are to be filed for effecting this transfer? In case of delay, if any, what is to be done?

Kindly provide your valued advice to me at sundeep111@yahoo.com
Regards
Sundeep Jhunjhunwala

Ramasubbu K

Ramasubbu K (Expert)
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06 January 2008 First of all it depends upon the scheme of amalgamation which was approved by the Court. If the scheme provides that on order of the Court,A Ltd merged with B Ltd and A Ltd stands wound up, then the entire liability falls on B Ltd automatically on the amalgamation. Then in that case, B limited has to file the necessary forms for the satisfaction of Charges.

When we file the order of the Court for amalgamation with ROC and registered, the entire liability of A Ltd. standa transferred to B.Ltd.