Sun Chemicals Ltd., a chemical speciality company proposes to get itself merged with Star Industries Ltd., a pioneer in chemicals, fertilizers and plastic moulds having a market share of more than 40%. List out the basic

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2015
Sun Chemicals Ltd., a chemical speciality company proposes to get itself merged with Star Industries Ltd., a pioneer in chemicals, fertilizers and plastic moulds having a market share of more than 40%. List out the basic information that the company may require under the scheme of amalgamation.

Answer & Explanation:

The Scheme of amalgamation to be prepared by the Company should contain inter-alia the following information: Brief history of the companies seeking approval Rationale of the proposed Scheme of Amalgamation Nature of business of transferor and transferee Company Listing status of transferor and transferee companies Detailed valuation report with related calculations on the basis of which the swap ratio is determined. Financial details (Annual Reports) of the transferor and transferee company for last 3 years. Provisional Net Worth (excluding revaluation reserve) certificate of the transferee company pre- and post- amalgamation. Details of directors and promoters of the transferor and transferee company pre- and post- amalgamation and clarification regarding change in management control if any. Details about the cross holdings between the companies, if any. Definitions of the transferor and transferee as well as the definition of the undertaking of the transferor company. Authorized, issued and subscribed capital of transferor and transferee companies. Basis of scheme should be explained briefly on the recommendation of the valuation report, covering the assets/liabilities. Specific date, reduction or consolidation of capital, application to financial institutions as lead institution for permission etc., Change of name, objective 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 the provisions of the Companies Act to obtain approval from the High Court. Expenses of Amalgamation. Conditions of the scheme to become effective and operative and the effective date of amalgamation.

Topics: Mergers and Amalgamations

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