Secretarial practice for corporate Restructuring and mergers
Checklist for post merger
Events
Filing of Form 21 with the Registrar of Companies including the special resolutions passed at the extra ordinary general meetings for considering the scheme.
Settling the list of eligible shareholders of the amalgamating or merging companies as on the appointed date or record date for issue and allotment of shares as per the scheme in the transferee company.
Accepting surrender of share certificates of the merging companies from their shareholders before issue of shares to them in the transferee company. In case of loss or misplacement of such share certificates, indemnity bond shall be obtained from the concerned shareholders of the transferee companies.
RBI approval has to be obtained to issue shares to non-resident Indians in the transferee company as per the sanctioned scheme.
The board of the transferee company shall allot shares according to the scheme in the said company.
The transferee company shall apply to the Stock Exchanges for listing of those shares issued and allotted as per the sanctioned scheme.
The transferee company shall mutate its name in respect of the properties, IPRs, investments, licenses, permits, insurance policies, leases, tenancies etc of the transferor or merging companies.
The transferee company shall review the agreements, contracts, and arrangements of the transferor companies for adoption or ratification.
The transferee company shall also review the legal proceedings and disputes of the merging companies for necessary action.
The transferee company should also re work out the borrowings and term loans of the merging companies from the banks and financial institutions.
