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

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