Date of allotment in merger

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Manish Buchasia PCS Ahmedabad

Practising Company Secretary

71 Points Posted on 01 July 2013

Merger related Query

Input

A is the transferee company & B is the Transferor co.

The appointed date of the scheme was 1.4.11

Effective Date was the date on which copies of the Order filled with Roc.

Date of order 20-08-12

Date of receipt of certified order 14-10-12

Date of filling order with Roc is 28-10-12

Query

Date From which the co A has to show the Assets & liabilities of Co b in its B/S.

Date on which the Co A has to issue its shares to shareholders of Co B (Date of allotment)

What other Post merger compliances to be made by Co A as per Claw only.

Please Resolve the Query ASAP

Thanks in Advance

Replies (2)

umaa's legal clinic

simple solutions for complex legal issue

164 Points Posted on 02 July 2013

Dear Manish,

1. Answer to 1st query : appointed date

2. As the scheme of merger contains clause related to issue of shares to shareholders of the merging company sec.81(1A) stands complied with as on the date of order of the honourable High Court.

3. Hence, date of allotment would be the date of the resolution passed by the shareholders for approval of the scheme, provided the order of the court is filed within the time limited.

P C Agrawal

Registered independent director Past Ch

5233 Points Posted on 03 July 2013

1. Answer to 1st query is: Appointed date, i.e. 1.4.2011. Both the companies might have aleady filed separate balance sheets with ROC since the last date of holding AGM for 2011-12 was also over. Still assets & liabilities as on the appointed date will have to be incorporated in books. A suitable note to this effect may be given in notes.

2. For date of allotment of shares to shareholders of Co.B you have to refer the scheme as approved by High Court. In case it is silent, Board can pass resolution for allotment of shares within reasonable period of say 30 days after the effective date (i.e. date of filing order with ROC).