Company ABC purchased 51% equity interest in Company XYZ. The consideration is paid in cash. The relevant dates are as under: Date of agreement with shareholders -1st June, 2022 Appointed date as per agreement -1st April

In this case the control over financial and operating policies are acquired through obtaining TRAI permission. This was obtained on 1st July, 2022. Since, TRAI approval is a substantive issue 1st July 2022 is considered as the acquisition date. It may be noted that the appointed date as per the agreement is not considered as the acquisition date, because the Company ABC did not have control over Company XYZ as at that date due to non-approval by TRAI. Section 232(6) of the Companies Act, 2013 states that the scheme under this section shall clearly indicate an appointed date from which it shall be effective and the scheme shall be deemed to be effective from such date and not at a date subsequent to the appointed date. In view of the above, it was clarified vide MCA Circular in 2019 that: The provision of section 232(6) of the Companies Act, 2013 enables the companies in question to choose and state in the scheme an 'appointed date'. This date may be a specific calendar date or may be tied to the occurrence of an event such as grant of license by a competent authority or fulfilment of any preconditions agreed upon by the parties, or meeting any other requirement as agreed upon between the parties, etc., which are relevant to the scheme. The 'appointed date' identified under the scheme shall also be deemed to be the 'acquisition date' and date of transfer of control for the purpose of conforming to accounting standards including IndAS 103 Business Combinations. where the "appointed date' is chosen as a specific calendar date, it may precede the date of filing of the application for scheme of merger/amalgamation in NCLT. However, if the 'appointed date' is significantly ante-dated beyond a year from the date of filing, the justification for the same would have to be specifically brought out in the scheme and it should not be against public interest. The scheme may identify the 'appointed date' based on the occurrence of a trigger event which is key to the proposed scheme and agreed upon by the parties to the scheme. This event would have to be indicated in the scheme itself upon occurrence of which the scheme would become effective. However, in case of such event-based date being a date subsequent to the date of filing the order with the Registrar under section 232(5), the company shall file an intimation of the same with the Registrar within 30 days of such scheme coming into force.