APPROVAL OF SCHEME BY SPECIFIED FINANCIAL INSTITUTIONS/BANKS/TRUSTEES FOR DEBENTURE HOLDERS.Respective Board of Directors for transferee and transferor companies are required to approve the scheme of amalgamation APPROVAL OF BOARD OF DIRECTORS FOR THE SCHEME.in connection with the scheme with the Transferee company. The Transferor Company will be dissolved without winding up after amalgamation is affected. Description of revocation/cancellation of the scheme in the absence of approvals qualified in clause (t) above not granted by concerned authorities.Qualification attached to the scheme, which requires approval of different agencies.Description of powers of delegatee of transferee to give effect to the scheme.Transferor and transferee companies give assent to change in the scheme by a court order or other authorities under law and exercising the powers on behalf of the companies by their respective Boards.Enhancement of borrowing limits of the transferee company upon the scheme coming into effect.Commitment of transferor and transferee companies towards making applications/petitions under sections 391 and 394 and other applicable provisions of the Companies Act, 1956 to their respective High Courts.Miscellaneous provisions covering income tax dues, contingencies and other accounting entries deserving attention or treatment.Treatment on effective date of any debt balance on the transferor company’s balance sheet.Status of employees of the transferor company from effective date and the status of provident fund, gratuity fund, super annuity fund or any special scheme or funds created or existing for the benefit of the employees.Conditions about payment of dividend, ranking of equity shares, pro rata dividend declaration and distribution.Surrender of shares by shareholders of Transferor Company for exchange into new share certificates.Description of proposed share exchange ratio, any conditions attached thereto, any fractional share certificates to be issued, transferee company’s responsibility to obtain consent of concerned authorities for issue and allotment of shares and listing.Share capital of Transferee Company covering above heads.Share capital of Transferor Company specifying authorised capital, issued capital and subscribed and paid up capital.Description of happenings and consequences of the scheme coming into effect on effective date.Conditions as to carrying on the business activities by transferor between appointed date and effective date.Effective date when the scheme will come into effect. Main terms of the transfer of liabilities from transferor to transferee, covering any conditions attached to loans, debentures, bonds, and other liabilities from bank, financial institutions, trustees and listing conditions attached thereto.Main terms of transfer of assets from transferor to transferee with power to execute on behalf or, for transferee, the deeds/documents given to the transferee.Particulars about transferee and transferor companies.There is no specific form but it should generally contain the following information: The scheme of amalgamation should be prepared by the companies which have arrived at a consensus to merge. Therefore, the essence of amalgamation is to make an arrangement whereby uniting the undertakings of two or more companies become vested in, or under the control of, one company, which may or may not be the original of the two or more of such uniting companies. This is more commonly known as merger, since the blending companies merge their respective separate identities to form a new undertaking.
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