CHECKLIST FOR MERGER /AMALGAMATION THROUGH NCLT U/S 230-232

Sl. No. Events

I DRAFTING OF SCHEME FOR MERGER

Holding of board
1
meeting

II FILING APPLICATION BEFORE HON’BLE NCLT

Filing of application
2 for order of meeting
with Hon’ble NCLT

Certified copy of
3
NCLT order

III NCLT CONVENED SHAREHOLDERS’ MEETING

Call for board
4 meeting / Circular
Resolution
5 Dispatch of notice

Filing the documents

6
with ROC and RD

7 Public Notice

8 Affidavit of Service

Holding of NCLT
convened
9
shareholders
meeting

IV FILING PETITION BEFORE HON’BLE NCLT

Filing of Petition
10
with NCLT
 Payment to
11
Authorities
12 Stamp Duty

Filing NCLT Order

13
with ROC
V ALLOTMENT OF SHARES

Holding
Board
meeting /
14 Holding the board meeting for allotment of equity shares
Circular
Resolutio
n

Filing of
15 forms Filing of form PAS 3 with Registrar of companies
with ROC
Stamp Stamp Duty on Issue of Share Certificate / Jumbo Certificate in case of issue of shares in
16
Duty form.
 CHECKLIST FOR MERGER /AMALGAMATION THROUGH NCLT U/S 230-232

Details of Action
NG OF SCHEME FOR MERGER
Check the provisions of MOA/AOA for effecting an arrangement.
Hold BM to note/approve:
Valuation report from Independent Registered Valuer to determine Share Swap Ratio
Scheme of Arrangement

Grating of Authority to Official(s) of the Company and to Consultant for carrying out the
merger and liasioning with all the parties involved and executing various documents in the
matter.

APPLICATION BEFORE HON’BLE NCLT

File the scheme with NCLT along with following docs:
MOA & AOA
Latest audited financial statement along with auditors and directors report.
Latest provisional / un-audited (as the case may be) of both the entities
Certified List of secured and unsecured creditors
A certificate from the Statutory Auditor to the effect that all the accounting treatment has been
in conformity to the Accounting Standards as prescribed under section 133 of the Companies
Act

Board resolutions appointing and authorizing advocate/ CS to represent the Company in the
NCLT

Copy of order for holding shareholders meeting and creditors / dispensing with Meeting of
Creditors (Secured and Unsecured) meeting. Appointment and Remuneration of the Chairman
and Scrutinizer for the meeting.

ONVENED SHAREHOLDERS’ MEETING

Call for board meeting to approve notice to obtain shareholders’ approval by Shareholders’
Meeting
Notice (alongwith the copy of the scheme) to be dispatched to all shareholders and others
concerned

Filing of Form GNL-1 along with the entire set of entire scheme and application documents
with ROC, RD, Competition Commission of India, Income Tax Authority and RBI (if
applicable).

Public Notice is to be published in at least one English newspaper and in at least one vernacular
newspaper having wide circulation in the state in which the registered office of the company is
situated as per NCLT directions

The chairperson appointed for the meeting of the company or other person directed to issue the
advertisement and the notices of the meeting shall file an affidavit before the Tribunal not less
than seven days before the date fixed for meeting.

To hold the NCLT convened shareholders meeting. The chairperson shall within 3 days of
conclusion of meeting or within the time fixed by the Tribunal, submit the report to the
Tribunal on the results of the meeting. Filing of Form MGT-14 within 30 day of Shareholders’ /
Creditors Meeting.

ETITION BEFORE HON’BLE NCLT

After approval of shareholders on the proposed scheme (with or without modification) within
seven days of the filing of the report by the chairperson, to file petition for sanction of the
scheme of compromise or arrangement.
 To make payment of cost to the Regional Director and ROC as per the order of the NCLT.
Filing of application along with certified copy of Court Order with Stamp Office for
adjudication of stamp duty on transfer of assets through the scheme of arrangement.

Filing of Form INC-28 with the office of ROC

ENT OF SHARES

Holding the board meeting for allotment of equity shares

Filing of form PAS 3 with Registrar of companies

Stamp Duty on Issue of Share Certificate / Jumbo Certificate in case of issue of shares in Dematerialized
form.
Company Remark(s) (if any)