TQP Ltd. wants to amalgamate with the company RZP Ltd. As a Practising Company Secretary, explain about preparing the scheme of amalgamation and its contents.

Preparation of scheme of Amalgamation An application for merger & amalgamation shall be filed with National Company Law Tribunal (NCLT) by both the transferor(s) and the transferee company in the form of petition under section 230-232 of the Companies Act, 2013 for the purpose of sanctioning the scheme of amalgamation. Standard guidelines for presenting an application or petition before NCLT are prescribed in National Company Law Tribunal Rules, 2016 and Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Scheme of Amalgamation to be prepared by the company should contain the following information: Introductory Part Basic Details of the Transferor & Transferee Company like date of incorporation, CIN and registered office and address for service of notice Main objects in Memorandum of Association of Transferor and Transferee Company Jurisdiction of the Bench and limitation Facts of the case - reason in brief for going into merger or amalgamation Nature of business and definition clause Share Capital of the companies involved and shareholding relationship between the companies involved Operating Part - The scheme Appointed Date - The scheme 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. Transfer of assets and transfer of debts/liabilities Transfer of licenses, approvals / permissions, Company's staff, workmen and employees Enforcement of contracts, deeds, bonds and other instruments and Legal Proceedings Issue and Allotment of Shares under the Scheme and Increase in Authorized Share Capital Accounting Treatment and Dissolution of Transferor Company Effect of Scheme and Conduct of business by the transferor Company till effective date Expenses relating to the Scheme and General terms and conditions applicable for the scheme Prayer / Relief Part Approval of scheme Particulars of Bank draft evidencing payment of fee for the Application. The basis of the scheme should be framed on the reports of valuers for both the amalgamating companies. The underlying idea is to ensure that the scheme is just and equitable to the shareholders and employees of each of the amalgamating companies and to the public at large. It should be ensured that common yardstick is adopted for valuation of shares of each of the amalgamating company for fixing rate of exchange of shares on amalgamation.