Comment on the following: Amalgamation and procedure to be followed for amalgamation of Companies.

Amalgamation is defined as the combination of one or more companies into a new entity. Amalgamation is a legal process by which two or more companies are joined together to form a new entity or one or more companies are to be absorbed or blended with another as a consequence the amalgamating company loses its existence and its shareholders become the shareholders of new company or amalgamated company. In other words, property, assets, liabilities of one or more companies is taken over by another or are absorbed by and transferred to an existing company or a new company. The process of merger and amalgamation is given hereunder: An application for merger (or amalgamation) shall be filed with 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. Where more than one company is involved in a scheme, such application may, at the discretion of such companies, be filed as a joint-application. In case, the registered office of the companies involved is in different states, there will be two Tribunals having the jurisdiction over those. Both the companies shall have to file separate petition with the respective Tribunals. The scheme of amalgamation comprising of various parts containing details about 'Transferor Company', 'Transferee Company', details of assets and liabilities, necessity and advantages of the merger, employees, exchange ratio etc. should be drafted. Petition to the Tribunal for merger & amalgamation shall be submitted in Form No. NCLT-1 along with following documents: A notice of admission in Form No. NCLT-2 An affidavit in Form No. NCLT-6 A copy of Scheme of compromise and arrangement (Merger & Amalgamation) The applicant shall also disclose to the Tribunal in the application, the basis on which each class of members or creditors has been identified for the purposes of approval of the scheme. Obtaining the approval of the Board of Directors of the companies involved. The Tribunal upon hearing the application may either give relevant directions/ order for conducting the meeting of the creditors or class of creditors, or of the members or class of members or may dismiss the application for any appropriate reason. The Notice of the meeting pursuant to the order of Tribunal shall be given in Form No. CAA-2. Obtaining approval of the stock exchanges in case of listed companies Approvals or No objection from Regional Director / Official Liquidator, Income tax departments, CCI etc. and other regulators such as RBI/ IRDA/ DOT etc. Filing of final petition with NCLT for approving the Scheme Obtaining order for approval for scheme of merger/amalgamation from the National Company Law Tribunal Filing the copy of the order with MCA and post order compliances.