Scheme of arrangement -Demerger

457 views 2 replies

In 2018, NCLT approved the scheme of Arrangement (Demerger). However, for some reasons, Share certificates in respect of equity shares issued to each of the shareholders pursuant to the Scheme of Arrangement  have not yet been issued.  Auditors are mentioning in the report. Is it violative of any Laws/AS etc? Please guide.

Regards, 

Replies (2)
Quick Summary
A company's demerger scheme, approved by the NCLT in 2018, has yet to result in the issuance of share certificates to shareholders. This oversight is being flagged by auditors and raises concerns about potential violations of the Companies Act 2013 and relevant accounting standards. The delay appears to be linked to deferring stamp duty payments, particularly in the context of a family split, and auditors are hesitant to offer guidance. It is recommended to consult legal experts or the NCLT for resolution.

I understand your concern. Although the NCLT approved the scheme of arrangement (demerger) in 2018, the share certificates for equity shares issued to shareholders haven't been issued yet, and your auditors are raising this issue in their report ¹. This seems to be a violation of the Companies Act 2013, which outlines the procedures for arrangement and amalgamation ². The Companies Act 2013 states that after the NCLT approves the scheme of arrangement, the company must issue share certificates to the shareholders within a reasonable timeframe ³. Not issuing share certificates could be considered a violation of the Companies Act 2013 and accounting standards. I recommend consulting with a legal expert or the NCLT to understand the specific implications and necessary steps to resolve this issue ⁴. Additionally, you may want to review the Companies Act 2013 and accounting standards to ensure compliance and make any necessary adjustments ⁵. It's essential to address this issue to avoid any potential legal or financial repercussions.

Grateful 

Actually,  to avoid/ defer stamp duty, it is kept in limbo, pending. Basically, a family is vertically split. So demerger came into being. Auditors are avoiding any suggestions.  My reading is violation on each front.

Regards

Leave a Reply

Your are not logged in . Please login to post replies

Click here to Login / Register  

Company
ARTICLESHIP 16 July 2026
Article Assistant

G A R U D & Associates

New Delhi

CA Inter

View Details
Company
22 July 2026
Senior Chartered Accountant

SKSS

Patna

CA

View Details
Company
16 July 2026
CA Inter, CA Intermediate, CA IPCC, CA CPT , CA SemiQualifie

Vakilsearch.com

Chennai

CA Inter

View Details
Company
28 July 2026
Senior accountant

RJ Public School

Bengaluru

B.Com

View Details
Company
23 July 2026
Semi qualified CA

Garg Bros & Associate CA

New Delhi

CA Inter

View Details
Company
05 July 2026
Financial Controller

NovumLake Partners

Mumbai

CA

View Details
Company
ARTICLESHIP 30 June 2026
Article Assistant or Paid Assistant

VIKAS VERMA & CO

New Delhi

Others

View Details
Company
Featured 18 July 2026
CA Articleship

apricus india

Mumbai

CA Inter

View Details