FILING OF VARIOUS FORMS IN THE PROCESS OF MERGER AMALGAMATION


Posted on 13-05-2016        By ADMIN

FILING OF VARIOUS FORMS IN THE PROCESS OF MERGER/ AMALGAMATION The following forms, reports, returns etc. are required to be filed with the Registrar of Companies, SEBI and Stock Exchanges at various stages of the process of merger/amalgamation: objects clause of the memorandum of association company’s authorised share capital special resolution special resolution authorising the transferee company compliance with the listing agreement compliance with the listing agreement, the transferee company of Companies, e-Form No. 21 To file with ROC within thirty days of passing of the special resolution, the following documents should be annexed to the said e-form: (i) certified true copy of the special resolution approving the scheme of arrangement of merger/amalgamation; (ii) certified true copy of the explanatory statement annexed to the notice for the general meeting at which the resolution is passed, for registration of the resolution. This e-form should be digitally signed by Managing Director/ Director/Manager or Secretary of the Company duly authorized by Board of Directors. The e-form should also be certified by Company Secretary or Chartered Accountant or Cost Accountant (in whole time practice) by digitally signing the e-form. 8. The transferee company is required to file with the Central Government notice of every application made to the court under Section 391 to 394 of the Companies Act, 1956. No notice need be given to the Central Government once again when the Court proceeds to pass final order to dissolve the transferor company. 10. To file with the Registrar of Companies within thirty days of allotment of shares to the shareholders of the transferor company in lieu of the shares held by them in that company in accordance with the shares exchange ratio incorporated in the scheme of arrangement for merger/amalgamation, the return of allotment along with the prescribed filing fee as per requirements of the Act. This e-form should be digitally signed by Managing Director or Director or Manager or Secretary of the Company duly authorised by the Board of Directors. The e-form should also be certified by Company Secretary or Chartered Accountant or Company Secretary (in whole time practice) by digitally signing the e-form................


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