Company A merges with Company B. The companies sign the agreement on January 1, 2026. The board decides to set the financial transfer date as April 1, 2025 (beginning of the financial year for accounting convenience). Le
CS Professional · Corporate Restructuring, Valuation and Insolvency · PYQS · June 2026
Company A merges with Company B. The companies sign the agreement on January 1, 2026. The board decides to set the financial transfer date as April 1, 2025 (beginning of the financial year for accounting convenience). Legal approvals from the NCLT are obtained, and the final filing with the RoC happens on June 1, 2026. What are the appointed and effective dates of this merger? Company A earns a profit of ₹15 Lakh in the period between of April, 2025 to May 2026, which company shall take into account of this profit and why? What is the difference between the appointed date and effective date?
Answer & Explanation:
Appointed Date: April 1, 2025 (Start of financial year). Effective Date: June 1, 2026 (Date NCLT approval is filed with RoC). Who Owns the Earnings? Between the Appointed Date and the Effective Date, the transferor company (seller, Company A here) acts as a trustee for the transferee (buyer, Company B here). Therefore, all profits/earnings and liabilities accrued during this period belong to the Transferee Company (i.e., Company B). The appointed date is the specific date specified in a scheme of arrangement from which assets, liabilities, and transactions of a transferor company formally vest in the transferee company, often used for accounting purposes, whereas the effective date is the date when all legal formalities, such as filing approval orders with the Registrar of Companies (RoC), are completed, making the merger legally enforceable.
Topics: Corporate Restructuring
Related Questions in this Topic
- StellarTech, a privately held company specializing in innovative battery technology for electric vehicles, has experienc...
- ABC Ltd. wanted to buy back its shares and provided the following information as on 31st March, 2026: 60,000 equity shar...
- X Ltd. makes a bid to purchase Company Y Ltd. Y Ltd. rejects the bid and thereafter used a strategy against X Ltd. to st...
- Restructuring aims at improving the competitive position of an individual business and maximizing its contribution to co...
- Due Diligence is an investigation or audit of a potential investment. It seeks to confirm all material facts in regard t...