| i) ABC Private Limited
ii) PQR Private Limited (Transferor Companies) |
iii) XYZ Private Limited
(Transferee Company) Note : Both i and ii amalgamated into iii |
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| COMPANY LAW
AS SOON AS WE RECEIVED FORMAL ORDER |
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| > Call Board meeting for adopting merger order
> And Authorizing director to file the same with ROC. |
> Call Board Meeting for adopting merger order.
> Call an Extra Ordinary General Meeting and inform details about merger like allotment of shares, change in object clause and etc. |
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| File INC-28 within a 30 days from date of receiving the order.
Attachment : Formal Order Amalgamation and Schedule of Change in capital Note : Both (first by Transferor and then by Transferee )the company required to file INC-28 |
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| File E-form (PAS-3) for allotment of share with Roc With a 30days from date of Allotment.
Printing of Amalgamation Order and Scheme and attaching to every copy of MOA |
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| FEMA
In case Share issued to Foreign National |
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| File FC-GPR with RBI . (Online through E-Biz Portal) and submit hard Copy to AD. | ||||||
| STAMP DUTY | ||||||
| Payment of Stamp duty on Issue of Shares
Amount of stamp duty : 3% of total amount involved, paid within a 30days from filing of INC-28 Note i) In case of transfer of Immovable Assets, duty is required to pay as per stamp act. |
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| Income Tax | ||||||
| Transferor Company
I) Intimate the concerned officers about the merger and also enclosed copy of order. ii) Requesting concerned officers to transfer the file to the concerned officer of the transferee company iii) Make application for cancellation of PAN card iv) Intimating the TDS officers and making application for cancellations of TAN No. and transfer of TDS. |
Transferee Company
> Intimating the concerned officers about the merger. Also enclose copy of Order. > In case the amalgamating company has unabsorbed loss and/or accumulated business losses, to take the benefit of the same the transferee company shall comply with the conditions of Sec. 2(1)(b) and Sec.72A of the Income Tax Act,1961 |
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| SERVICE TAX | ||||||
| > Intimate the department about the amalgamation along with the copy of the High court order | ||||||
| > The transferor company should surrender its Registration certificate. | > The transferee company has to complete all the formalities as if it has started a newly such as: – | |||||
| > The transferor company should make an application to the Commissioner of Central Excise for permission to transfer the unutilized Cenvat Credit to the transferee company and comply with the conditions imposed by the Commissioner. | > Decide the date of filing the order of the Registrar of Companies i.e. effective date. The effective date is the cutoff date from which the transferee company will stop service tax records of the transferor company | |||||
| > The transferor company should surrender its Registration certificate.
> Apply to the Commissioner of Central Excise for transfer of cenvat credit to the Transferee Co. The following conditions should be satisfied for this purpose: √ The scheme provides for the transfer for the entire inputs tax to the transferee company. √ The transferee must agree to take over all the liabilities of the transferor company. > Surrender the Registration Certificate |
> Complete the technical formalities such as changing the names on invoices of the transferor company etc.
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Other Miscellaneous |
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| i) Inform to Bankers
ii) Inform to Vendors, clients and etc iii) Change in Lease agreement entered by Transferor company. vii) Professional tax , LWF etc needs to surrender. |
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Author Bio
Is there pre-merger check list, like when to convene the Board Meeting, EGM, filing of forms, etc.
It would have been much better if you had mentioned sections along the compliances.