Dear All,
Please provide me detail procedure of Merger /Amalgamtion of closely held Pub co with Pvt co under same management.
What are benifits of merger/amalgamtion?
Regards,
Pooja
CA Sandeep Kumar
(Audit Assistant)
(804 Points)
Replied 05 April 2011
Checklist for steps involved in M & A.
1. Draft a scheme of arrangement/amalgamation including following issues
(effective date and completion of procedures date, exchange ratio, power to amalgamate, object clause, employees benefits, authorised capital, any accounting treatment)
2. Convene Board Meeting to consider draft scheme and for signing all relevant documents in this ragard.
3. make an application to HC concerned, seeking direction of court to convene shareholders meeting (refer sec 10, and form No.4 of companies (court) rules, 1959)
4. Court wil issue directions on following matters:
(time/date/place of meeting, appt of chairman of meeting, quorum, etc)
5. Company should submit draft notice (form 36 and 37 of companies (court) rules 1959 and expln statement as requd u/s 393 and also draft advertisement to be published in newspaper (form 38 of companies (court) rules 1959) for approval before issue/advertisement
6. Chairman appointed will issue notice to all concerned with copy of scheme, proxy form. Chairman wil release ad as directed by court,
7. chairman has to file affidavit in court confirming compliance of directions of court.
8. On day of meeting, voting will only be by POLL. (resolutiion is passed only if majority in number (more than 50%) representing 3/4th in value of creditors/members as case may be, vote either in person/proxy
9. Chairman should file outcome of meeting within 7days of meeting (form 39 companies (court) rules 1959)
10. After considering all above, court may issue directions to issue notice of hearing to CG (RD/ROC) and also direct company to release ad in paper
There are some more procedural aspects, like official liquidator submiting report on transferor company, and court passing an order the company is dissolved without winding up, etc.
Request you to go through completly Companies (court) rules 1959
Benefits of M & A, there could be many
1. Synergy
2. tax benefits
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