Write short notes on the following: 'Appointed date' in a scheme of amalgamation.

CS Professional · Advanced Company Law and Practice · PYQS · June 2021
Write short notes on the following: 'Appointed date' in a scheme of amalgamation.

Answer & Explanation:

"Appointed date" being a date required under Section 232(6) of the Companies Act, 2013, to be specifically mentioned in a scheme for the reconstruction of the company or companies involving merger or the amalgamation of any two or more companies means the exact date (and not at a date subsequent) on which the said scheme shall be deemed to be effective. "Appointed date" in case of a Scheme for merger and amalgamation of two companies, is the date on which the amalgamation of the transferor with the transferee is to take effect. In other words, it is on this date that the transferor will be deemed to have merged with the transferee. Upon merger of one company with another, the balance sheet of the transferee is usually revised and restated in order to reflect the transfer of assets and liabilities of the transferor, the revision and restating of the balance sheet of the transferee will have to be carried out from the date the merger takes effect. Thus, the only purpose of the appointed date is to identify the assets and liabilities of the transferor on that date that are to be transferred to be transferee and to notify the shareholders of the same. The same is necessary in order to facilitate the shareholders who are voting on the scheme of amalgamation to decide exactly what assets and liabilities, as on that appointed date are being transferred under the scheme of amalgamation. Also, the appointed date is relevant for the purpose of fixing the share valuation/share exchange ratio, as such valuation is made with reference to the assets and liabilities as on particular date (the appointed date) and such date cannot be a prospective date but necessarily has to be an antecedent date. Further that there can never be a prospective appointed date in as much as it is not possible to precisely identify or value the assets and liabilities of a company in future.

Topics: Amalgamation and Reconstruction

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