prpri Quick review of Legal & Procedural aspects of Merger & Amalgamation Quick review of Legal & Procedural aspects of Merger & Amalgamation

M&A or CAA Process (U/s 230-240 of Companies Act, 2013)

Check MOA of both companies.

Prepare valuation report & Determination of swap ratio.

Preparation of draft scheme of amalgamation, merger etc

Conduct Board Meeting of both companies for approval of Scheme, valuation report & swap ratio.

Intimate to stock exchange about Board meeting & its Proceedings. And take NOC/ Observation letter.

Make application to NCLT in NCLT-1 along with notice of admission in form NCLT-2

Affidavit in support of application should be in form NCLT6

Give notice of EGM as directed by Tribunal. Chairman of meeting will be appointed by the NCLT

Publication of advertisement about EGM in newspaper in form CAA-2 as well as website of SEBI & send individual Notice along with postal ballot form to all members & creditors.

Notice to statutory authorities seeking their objections if any. And also to stock exchange.

Conduct meeting as per time, date, place, decided by NCLT

3/4th or 75 % majority is required for approval of scheme.

Report result of meeting to NCLT within 3 days or time specified by NCLT in form CAA-3.

Apply by way of petition for sanctioning of scheme in form CAA 4 within 7 days from reporting result.

NCLT will fix date of hearing

Publication of notice of date of hearing in news paper 10 days before the hearing date.

Hearing of scheme of M & A by NCLT

File hearing order of NCLT with ROC & stock Exchange in prescribed form

Take approval of RBI if necessary

Transfer of assets & liabilities.

Allotment of shares to shareholders of Transferor Company if applicable.

Listing of shares in stock exchange if applicable.

Compliance until completion of scheme by CA, CS, CMA that scheme is implementing as per order of NCLT. And at last do post merger integration activities.

Author Bio

Qualification: Student - CA/CS/CMA
Company: V7 Advisors
Location: Hyderabad, Telangana, India
Member Since: 24 May 2021 | Total Posts: 1

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August 2021