Under a "Scheme of Amalgamation", "Acme Inc." (Transferor Company) is being merged with "Beta Corp." (Transferee Company), where Acme Inc.'s assets and liabilities would be transferred to Beta Corp., resulting in Acme In

CS Professional · Corporate Restructuring, Valuation and Insolvency · PYQS · June 2025
Under a "Scheme of Amalgamation", "Acme Inc." (Transferor Company) is being merged with "Beta Corp." (Transferee Company), where Acme Inc.'s assets and liabilities would be transferred to Beta Corp., resulting in Acme Inc. dissolving, with shareholders receiving a specific exchange ratio of Beta Corp. shares for their Acme Inc. shares, aiming to achieve operational synergies and cost savings by combining operations under one entity. In this respect, Managing Director of Transferee Company approaches you as a Practising Company Secretary for seeking advice on the list of key documents required to be filed in this scheme of amalgamation. Advise in the matter.

Answer & Explanation:

List of Documents to be filed in case of a scheme of amalgamation. In this case there are two companies to the amalgamation, i.e., the Transferor (1st Applicant) and the Transferee (2nd Applicant) Memorandum and Articles of Association of the First Applicant Company Audited Balance Sheet of the First Applicant Company - latest Board Resolution for approval and authorization of the scheme by the First Applicant Company List of Equity Shareholders of the First Applicant Company Consent Affidavits filed by the Equity Shareholders of the First Applicant Company Auditors Certificate stating out the no. of Secured Creditors in the First Applicant Company Auditor's Certificate listing out the no. of Unsecured Creditor in the First Applicant Company Consent Affidavit filed by no. of Unsecured Creditor of the First Applicant Company Auditors Certificate of the 1st Applicant Company in relation to the accounting treatment proposed in the Scheme of Amalgamation Memorandum and Articles of Association of the Second Applicant Company Audited Balance Sheet of the Second Applicant Company Board Resolution for approval and authorization of the Scheme by the Second Applicant Company List of Equity Shareholders of the Second Applicant Company Auditors Certificate listing out the no. of Secured Creditors in the Second Applicant Company Consent Affidavit filed by the no. of Secured Creditor of the Second Applicant Company Auditors Certificate listing out the no. of Unsecured Creditors in the Second Applicant Company Consent Affidavit filed by the no. of Unsecured Creditor of the Second Applicant Company Auditors Certificate of the 2nd Applicant Company in relation to the accounting treatment proposed in the Scheme of Amalgamation Certificate of the Chartered Accountant for Non-Applicability of obtaining a Valuation Report Fairness Opinion issued by the Merchant Banker on the Scheme of Amalgamation. Undertaking regarding the Non-Applicability of paragraph I(A) 9(a) of Annexure I of SEBI Circular No. CIR/CFD/CMD/16/2015 dated 30 November 2015. Observation Letter issued by the Stock Exchanges approving the Scheme of Amalgamation Scheme of Amalgamation. As a Practising Company Secretary, the Managing director of the Transferee Company is thus advised accordingly.

Topics: Corporate Restructuring

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