1. Can anybody give me the detailed steps to be followed for the merger of a 100% subsidiary (Pvt. Ltd) with holding company.
2. How the draft scheme of merger is made? Can anyone give me a draft of same?
3. What is the post merger accounting treatment in the books of holding company.
4. What happens to the assets of the holding company, is it required to change the ownership in the name of holding company e.g. land in the name of subsidiary company.
1. convene the Board meeting of Both companies for considering the proposal
2. Prepare the scheme
3. Get it approved in the board meeting
4. need to file the application with high court
5. need to convene the creditors meeting . it can be dispensed if you can file affidavit as it is private company
6. High court will appoint a chairman to convene a meeting
7. file the repor of the chairman with the highcourt
8. File the petition with the court for confirmation of the scheme.
9. once court approves the same, you will get certified copy of the scheme and order
10. file the same with ROC in 21 days
the merger is completed
i am attaching herewih the checklist for demerger. the procedure is same for all these restruturing. you can ignore the stock exchange formalities.
sorry forgot to attach the attachment. attahing herewith the scheme of amalgamation of dabur. all the assests and liabities of the transferor company will merge with transferee company. all the shareholders of the transferor company will get shares in transferee company. the assets of the transferor company will become the assets fo the transferree company. with the court order the assets of transferror company becomes the assets of the transferee company. you can visit sug-registrar office and can get it changed by showing this order
Gupta Sachdeva & Co. Chartered Accountants
New Delhi
CA Final
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