As a Company Secretary, prepare an information chart, to be contained in, for preparing a scheme of amalgamation.

The scheme of amalgamation to be prepared by the company should contain inter-alia the following information: Definitions of transferor and transferee as well as the definition of the undertaking of the transferor company. Authorised, issued and subscribed capital of transferor and transferee companies. Basis of scheme should be explained briefly on the recommendation of valuation report, covering transfer of assets/liabilities, specified date, reduction or consolidation of capital, application to financial institutions as lead institution for permission, etc. Change of name, object and accounting year. Protection of employment. Dividend position and prospects. Management structure, indicating the number of directors of the transferee company and the transferor company. Applications under Sections 230 and 232 of the Companies Act, 2013 to obtain approval from the Tribunal. Expenses of amalgamation. Conditions of the scheme to become effective and operative and the effective date of amalgamation. The basis of the scheme should be framed on the reports of valuers for both the merger partner 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 merger. A. Information Required by the Professional Generally includes Cross holding of the Directors of the Transferee and Transferor Companies. Relationship between the directors of the transferee and transferor companies under the Companies Act, 2013. Names of the officers of both the transferee and transferor companies who are to be authorised to sign the Application, Affidavit and Petition. (The companies concerned can authorise anyone person to act on behalf of them, who are from either of the companies). Names of the English and regional language newspapers in which notices are to be published. Names in preferential order as to the chairmen of the meetings of the transferee and transferor companies. (The chairman in this case need not be a director on the board of directors of the company concerned or even a member of the company). List of creditors and their dues. List of individual cases to be given, as well as categorisation in various slabs. B. Information/Documents that may be required by the Regional Director, Ministry of Corporate Affairs, in connection with Amalgamation. Balance sheets for last five years of the transferee company. Balance sheets for last five years of the transferor company. Two copies of the valuation report of the valuers. List of top shareholders of the transferee company. List of top shareholders of the transferor company. List of directors of the transferor company and their other directorships. List of directors of the transferee company and their other directorships. Number and percentage of NRI and foreign holding in the transferee and transferor companies. Rights/Bonus/Debentures Issues made by the transferee and the transferor companies in the last five years. C. The Following Information is required to be furnished to the Auditors Appointed by the Official Liquidator. From the transferor company Certified true copy of the scheme of amalgamation along with the petition. Certified true copy of the Memorandum and Articles of Association of the company. List of shareholders of the company with their shareholding. Any changes during the last five years to be indicated. Accounts of the company made upto the appointed day of amalgamation. Address of the registered office of the company. Present authorised and paid-up share capital of the company. Changes in the Board of directors during the last five years along with list of present Board of directors. List of associated concern in which directors are interested. List of various appeals pending under Income tax, GST, Custom Duty, FEMA, etc. Details of loans and advances given to the associated concern/companies under the same management during the last five years. Details of revaluation of assets. Details of any allegations and/or complaints against the company. Details of amount paid to the managing director, directors or any relative of the directors during the last five years. Comparative statement of profit and loss account and balance sheet for the last five years. Details of bad debts written off during the last five years. List of all charges registered with the Registrar of Companies and the amount secured against the same. Copy of the latest annual return filed with the Registrar of Companies along with Annexures. Details of all the subsidiary companies as under: (i) Authorised and paid-up share capital of the company. (ii) List of present shareholders along with details of changes in the shareholding patterns during the last five years. The following information of the transferee company is required by the auditor: Names of the existing directors of the company. List of common shareholders of the companies involved in the amalgamation with individual shareholding. Authorised and paid up capital of the company. Copy of latest audited balance sheet. The auditors may also require the following records of the transferor company for examination: Books of account and relevant records for the last five years. Minutes book of Board and General Meetings.