-->
Affirmation of application before Notary if Company is situated in Maharashtra and before Appropriate authority wherever Regd. office of Co is situated else at Mumbai (Autho. Signatory to personally remain present for notarisation) 45
1 Submission of Application with NCLT
2 1st Hearing on Application
3 Order on the Application at NCLT – 48
4 Serve notices along with Explanatory statement and scheme to the shareholders and creditors also under Registered Post AD/Courier as may be directed by NCLT
5 Publish Advertisement in English and Vernacular newspaper for holding meeting as directed by NCLT 49
6 Submit a copy of companies’ notices along with Explanatory statement to ROC & Statutory Autho. like I. Tax, Sales Tax, RD & OL.
7 Filing of Form GNL -1 with ROC 50
8 Obtain copy of the minutes of Order passed by NCLT
9 Submission of original proof of posting of Notices to shareholders, creditors, abovementioned authorities with NCLT. 51
10 Provide three copies of newspaper advertisement of notice to NCLT
11 Execution of an affidavit proving service of Notice and advertisement by the Chairman of the meeting to NCLT
12 Share list of documents for preparation of Petition to NCLT and obtain necessary documents from Company. 53
13 Conduct Court convened meeting and pass resolutions approving the Scheme of Merger 80
14 File Chairman's report and affidavit as to the result of meeting as directed by NCLT 81
15 File Form MGT 14 for resolution passed in Shareholders Meeting.
  NCLT PETITION STAGE Upto 135 Days
16 Draft Petition and list of required documents to be filed in the NCLT 82
17 Finalise Petition and list of required documents to be filed in the NCLT in consultation with Company 83
18 File petition with NCLT 87
19 Admission of Petition (For Final hearing and other Direction)
20 Obtain copy of the minutes of Order passed by NCLT 90
21 Get Draft of notice of final hearing to be sent to RD, ROC, OL, creditors and Publish in Newspapers
22 File notice alongwith copy of petition and other required documents with RD at least 30 clear days before the date of final hearing of petition 100
23 File notice alongwith copy of petition and other required documents with OL at least 30 clear days before the date of final hearing of petition
24 File notice alongwith copy of petition and other required documents with ROC at least 30 clear days before the date of final hearing of petition
25 Notice to jurisdictional Income Tax authorities of Tr & Te Co with copy of petition at least 30 clear days before the date of hearing of Petition
26 Send Notice of the hearing of the petition to all creditors as may be directed by NCLT (30 clear days before date of final hearing) (By Regd. AD / Speed Post / As may be directed
27 Publish notice of date of final hearing of Petition in English and Marathi newspaper
28 Publish Notice of hearing in Govt. Gazette, if directed
29 Submit original proof with 4 Xerox copies to Consultants for notice served to Creditors and 4 Newspapers advertisement copies to NCLT 102
30 Prepare and provide data for submission to RD 104
31 Prepare and provide data for submission to OL
32 Appointment of auditor by OL & NCLT 105
33 Deposit fees as fixed by NCLT
34 Submit Details to RD as per checklist of RD. 110
35 Submit Details to OL as per checklist of OL
36 Follow up with ROC for his report on all the companies to submit to RD to enable RD to submit his NOC in NCLT
37 Co-ordinating with OL in order to Completion & Filing of Auditor's Report, Submission of NOC to NCLT (Auditors to submit their report to OL within 20 days of appointment Letter issued by OL) 115
38 Affirmation and submission of an affidavit to NCLT by Company re. proving publication of Notice/ service of Notice to RD, ROC and Creditors etc. 118
39 submit any additional explanation/documents to obtain Final Approval by RD, OL & Obtain final Approval 120
40 Final Hearing for Sanction at - NCLT 135
41 File application for obtaining court order to NCLT -
  POST NCLT APPROVAL Upto 180 Days
42 Obtain certified copy of final order from the NCLT 140
43 Conduct Board Meeting for taking the NCLT order on record and authorise allotment of shares on merger 148
44 Application for adjudication of stamp duty payable on NCLT Order
45 Filing NCLT order with ROC within 30 days (E Filing and subsequent submission of hard copies of INC 28 along with the original copy of Scheme and Order). 150
46 Print MOA & AOA with altered authorised capital clause 151
47 Attach Copy of final order to every copy of the MOA & AOA of transferee company
48 Compliance of the requirements of increasing the authorised capital of TEE to accommodate additional issue of shares on Merger, if required 155
49 Pass Board Resolution for allotment of shares and File Form No PAS-3
50 Issue share certificates
51 File Form FC GPR with Authorised Dealer of TEE for allotment of shares to Foreign Company 157
52 Intimate Govt. Authorities, banks, creditors customers, employees and others
53 Pay of Stamp duty on NCLT order as determined by Stamp authority 160
54 Complete Accounting entries for giving effect to the Scheme of Merger
55 Compliances and registrations under various laws post-Merger
56 Register NCLT order with the concerned sub-registrar for registration of immovable property of TOR in the name of TEE 180

Notes:

  1. The company is expected to deliver rerquired documents to the consultant within 2 days from the date of obtaining list of requirments.
  2. In case more than one High Court's approval is neceassary for the sanction of Scheme there will be increase of 30 % in the expected time schedule.
  3. In cases of High Courts other than Bombay High Court addition of 10 % in the expected time schedule is assumed.
  4. The proposed time schedule may get extended barring unforeseen circumstances, court vacations and for reasons beyond the control of Consultant.
  5. This time schedule is only indicative and actual time-period may be shorter depending upon the affirmative co-operation from the Company and expedient proceedings at High Court & other Government Authorities.