Pace Power Corporation Ltd. proposed to be amalgamated with Universal Power Ltd., for which a scheme of amalgamation is to be prepared. Detail out the points which should be covered in the Scheme of amalgamation.
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2021
Pace Power Corporation Ltd. proposed to be amalgamated with Universal Power Ltd., for which a scheme of amalgamation is to be prepared. Detail out the points which should be covered in the Scheme of amalgamation.
Answer & Explanation:
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 paid up capital of the 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 230 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
Topics: Corporate Restructuring
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