The procedure for the amalgamation of two companies has to be viewed from
the Transferor and Transferee Company. Therefore, the procedure has been
divided into two parts i.e. procedure to followed by the transferor
company and the transferee company respectively.
Steps To Be Followed By Transferee Company
1. Memorandum Of Association (M/A)The Memorandum of Association must provide the power to amalgamate in its
objects clause. It M/A is silent, amendment in M/A must take place.
2. Board MeetingA Board Meeting shall be convened to consider and pass the following
- approve the draft scheme of amalgamation;
- to authorise filing of application to the court for directions to
convene a general meeting;
- to file a petition for confirmation of scheme by the High Court.
3. Application To The CourtAn application shall be made to the court for directions to convene a
general meeting by way of Judge's summons supported by an affidavit. The
proposed scheme of amalgamation must be attached to such affidavit.
Summons - Form No. 33
Affidavit - Form No. 34
The summons should be accompained by:
" A certified copy of the M&A of both companies
" A certified true copy of the latest audited B/S and P&L A/c of
4. Copy To Regional DirectorA copy of application made to concerned H.C. shall also be sent to the
R.D. of the region. Although, such notice is supposed to be sent by the
H.C., usually the company sends it without waiting for the H.C. to send
5. Order Of High CourtOn hearing of the summons, the H.C. shall pass the necessary orders which
" Time and place of the meeting
" Chairman of the meeting
" Fixing the quorum
" Procedure to be followed in the meeting for voting by the proxy
" Advertisement of notice of the meeting
" Time limit for the chairman to submit the report to the court regarding
the result of the meeting
Orders in - Form No. 35
6. Notice Of The MeetingThe notice of the meeting shall be sent to the creditors and/or the
shareholders individually by the chairman so appointed by registered post
" A statement setting forth the following:
- Terms of amalgamation and its effects
- Any material interests of the director, MDs or Manager, in any capacity
- Effect of the arrangement on those interests.
" A copy of the proposed scheme of amalgamation
" A form of proxy
" Attendance slip
" Notice of the resolution for authorizing issue of shares to persons
other than existing shareholders
Notice in - Form No. 36
Proxy in - Form No. 37
7. Advertisement Of Notice Of MeetingThe notice of the meeting shall be advertised in an English and Hindi N/P
as the court may direct.
Advertisement in - Form No. 38
8. Notice To Stock Exchange
In case of the listed company, 3 copies of the notice of the general
meeting alongwith enclosures shall be sent to the Stock Exchange where the
company is listed.
9. Filing Of Affidavit For The ComplianceAn affidavit not les than 7 days before the meeting shall be filed by the
Chairman of the meeting with the Court showing that the directions
regarding the issue of notices and advt. Have been duly complied with.
10. General MeetingThe General Meeting shall be held to pass the following resolutions:
" Approving the scheme of amalgamation by ¾th majority
" Special Resolution authorizing allotment of shares to persons other than
existing shareholders or an ordinary resolution be passed subject to
getting Central Government's approval for the allotment as per the
provisions of Section 81(1A) of the Companies Act, 1956.
" The resolution to empower directors to dispose of the shares not taken
up by the dissenting shareholders at their discretion.
" An ordinary/special resolution shall be passed to increase the
Authorised share capital, if the proposed issue of shares exceeds the
present authorised capital.
The decision of the meeting shall be ascertained only by taking a poll on
11. Reporting of Result of the MeetingThe Chairman of the meeting shall report the result of the meeting to the
court within the time fixed by the judge or within 7 days, as the case may
be. A copy of proceedings of the meeting shall also be sent to the
concerned Stock Exchange.
Report in - Form No. 39
12. Formalities With RocThe following documents shall be filed with ROC alongwith the requisite
" Form No. 23 of Companies General Rules & Forms + copy of Special
" Resolution approving the scheme of amalgamation
" Special resolution passed for the issue of shares to persons other than
13. PetitionFor approval of the scheme of amalgamation, a petition shall be made to
the H.C. within 7 days of the filing of report by the chairman.
Petition in - Form No. 40
" If the Regd. Offices of the companies are in same state - then both the
companies may move jointly to the High Court.
" If the Regd. Offices of the companies are in different states - then
each company shall move the petition in respective High Court for
14. Sanction of The SchemeThe Court shall sanction the scheme on being satisfied that:
" The whole scheme is annexed to the notice for convening meeting. This
provision is mandatory in nature
" The scheme should have been approved by the company by means of ¾th
majority of the members present.
" The scheme should be genuine and bona fide and should not be against the
interests of the creditors, the company and the public interest.
After satisfying itself, the court shall pass orders in the requisite form
Orders in - Form No. 41
15. Stamp DutyA scheme sanctioned by the court is an instrument liable to stamp duty.
16. Filing With RocThe following documents shall be filed with ROC within 30 days of order:
" A certified true copy of Court's Order
" Form No. 21 of Companies General Rules & Forms
17. Copy of Order To Be AnnexedA copy of court's order shall be annexed to every copy of the Memorandum
of Association issued after the certified copy of the order has been filed
with as aforesaid.
18. Allotment of SharesA Board Resolution shall be passed for the allotment of shares to the
shareholders in exchange of shares held in the transferor-company and to
fix the record date for this purpose.
Steps To Be Followed By Transferor Company
The procedure as given above shall be followed by the transferor company.
The only exception is that - there is no need for the transferor company
to pass a special resolution for offering shares to the persons other than
the existing shareholders and to file Form No. 23 of the Companies General
Rules and Forms with the Registrar of Companies.
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