SCHEME - CONTENT
Given below are the detailed explanation of each of the clauses which are to be provided in the scheme.
List of the contents in the Scheme of Amalgamation
- Firstly we have to give the definition that is which Company is the Transferor and which is the Transferee and also details of Registered Office of both the Companies.
- Specify the Appointed Date And define Effective Date
- Give details of Undertaking ; It means all the details of the Liabilities, Assets or Properties of the Transferor Company which are proposed to be transferred in the name of the Transferee Company in the course of the Merger.
- Detailed information of the Share Capital of both the Companies i.e. Transferor and Transferee.
- Procedure of the Transfer of the Undertaking of the Transferor Company to the Transferee Company considering the provisions of Stamp Duty and also awarement to the effect that because of merger there will not be any change in the security available to the creditors of The Transferor Company..
- Clause for the Deeds or Contracts i.e. putting the Condition that whatever deeds, contracts in which the Transferor Company is involved are applicable to the Transferee Company from the Effective Date.
- Details of the Legal Proceedings pending against the Transferor Company if any and specific awarement that such proceeding shall not be affected because of the amalgmation..
- Changes in the Memorandum of Association of the Transferor Company if any.
- Operative Date from which the Merger will be Effective based on .various permissions and conditions complied with.
- Upto what time the Transferor will conduct its own business and from the Apointed Date ,it will acting as trustees only fot the Transfree Company.
- Details of the Payment to be made as the Consideration of the Merger to the shareholders of the Transfree Company.
- Exchange Ratio Details which is worked out for the purpose of the Amalgamation between the two companies.
- Next Procedure in connection with the Merger i.e. Application to be made to whom under which Section.
- Clauses regarding the Sanction and Approvals of the Scheme of Amalgamation.
- Details of Expenses in Connection with the Scheme.