Legal Procedure for mergers
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Legal Procedure for mergers

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Legal Procedure for mergers Legal Procedure for mergers Presentation Transcript

  • LEGAL PROCEDURES FOR MERGERS & AMALGAMATION PRESENTED BY ANAND MARDA
  • Legal Procedures Permission for merger Information to the stock exchange Approval of board of directors Application in the High Court Shareholders’ and creditors’ meetings Sanction by the High Court Filing of the Court order Transfer of assets and liabilities Payment by cash or securities
  • Procedure for Merger &Amalgamation (1) Scheme of amalgamation  APPOINTED DATE  EFFECTIVE DATE (2) Approval of Board of Directors for the scheme (3) Approval of the scheme by specialized financial institutions/banks/trustees for debenture holders (4) Intimation to Stock Exchange about proposed Amalgamation (5) Application to Court (6) High Court directions for members’ meeting (7) Approval of Registrar of High Court to notice for calling the meeting of members/ creditors
  •  (8) Dispatch of notices to members/ shareholders (9) Advertisement of the notice of members’ meetings (10) Confirmation about service of the notice (11) Holding the shareholders’ general meeting and passing the resolutions (12) Filing of resolutions of general meeting with Registrar of Companies (13) Submission of report by the chairman of the general meeting to Court
  •  (14) Submission of Joint petition to court for sanctioning the scheme (15) Issue of notice to Regional Director (16) Hearing of petition and confirmation of scheme (17) Filing of Court order with ROC by both the companies (18) Transfer of the assets and liabilities (19) Allotment of shares to shareholders of transferor company
  •  (20) Listing of the shares at stock exchange (21) Court order to be annexed to memorandum of transferee company (22) Preservation of books and papers of amalgamated Co. (23) Withdrawal of the Scheme not permissible
  • MERGERS AND ACQUISITION ININDIA
  • Largest M&A Deals in India1. Tata Steel-Corus, $12.2 billion2. Vodafone-Hutchison Essar, $11.1 billion3. Hindalco-Novelis, $6 billion4. Ranbaxy-Daiichi Sankyo, $4.5 billion5. ONGC-Imperial Energy, $2.8 billion