Approval of financials

Companies Act 2013 314 views 4 replies

SREENATH P.

Company secretary

212 Points Posted on 02 June 2018

Dear Experts,

I have a query relating to merger and subsequent filing of financial results.

Two companies in a same group is waiting order for merger from NCLT. Most probably it will come in the month of June.Effective date of merger as per scheme is 01st April, 2017.

So if the order will recived in June,2018

1.Whether Independednt audit is required to be conducted for Tansferor Company for the f.y.2017-18? or whether consolidated/combined balance sheet as on March 2018 is enough to approve in the AGM of Transferee Company?

Replies (4)

P C Agrawal

Registered independent director Past Ch

8229 Points Posted on 02 June 2018

The scheme will be effective only on the date of filing order of NCLT with ROC by both companies. Hence you should first file NCLT order with ROC so that the transferor company gets dissolved on that date. Thereafter hold Board meeting of transferee company for approval of financials giving effect of merger.

SREENATH P.

Company secretary

212 Points Posted on 02 June 2018

Thank you sir,

in this case tansferee company already approved it's financilas as on 31.03.2018 in their board meeting held on 30.05.2018 and scheduled it's AGM in next week to approve the financials.

Whether the members of the transferee company is required to meet again for approving consolidated financials?

P C Agrawal

Registered independent director Past Ch

8229 Points Posted on 02 June 2018

In that case you should immediately hold Board meeting of transferor company for approval of financials. After the NCLT order is filed with ROC, you will have to give effect of the merger in the books of the transferee company w.e.f. 1.4.2017 in current financial year.