CHECLIST/STEPS FOR AMALGAMATION/MERGER

S. No.	STEPS
1)	Due Diligence. System, Business,Tax, Financial & Legal Due Diligence
2)	Calling Board meeting to appoint valuers , lawyers and consultants
3)	Notifying the Stock Exchange, if applicable, about Board Meeting for the proposed Amalgamation
4)	Determination of Share Exchange Ratio on the basis of Report of a Chartered Accountant.
5)	Approval of Scheme of Amalgamation
6)	Notification to Stock Exchanges, press releases, if applicable
7)	Intimation to Bankers, Financial Institutions and other secured creditors and obtain their consent
8)	Application to be filed to the Court for direction to convene the Extraordinary General Meeting of Shareholders, Creditors – Secured and Unsecured or to obtain dispensation.
9)	Draft notice, form of proxy and approved by the Registrar of the Court or companies, if meetings not dispensed with
10)	Despatch of notices for holding the meeting to pass the resolution along with the explanatory statement as required under section 393(1)(a) of the Companies Act, 1956.
11)	Publication of advertisement in English & Local Language newspapers , as approved by the Court, regarding holding of the Meetings of Shareholders and Creditors.
12)	Filing of Report in the form of affidavit by the Chairpersons of the meetings with the Court.
13)	Holding of General Meeting to approve Merger or Amalgamation with requisite majority
14)	Passing of Resolution approving the Scheme of Amalgamation subject to High Court confirmation by both companies
15)	Filing of Resolutions with the registrar of companies within 30 days in Form No. 23.
16)	Filing of the petition with High Court for approval of the scheme within 7 days of filing of chairman’s reports of meetings
17)	Notice to the official liquidator of the Transferor Company and from Registrar of Companies of Transferor and Transferee company(ies)
18)	Publication of advertisement as approved by the Court notifying the date of hearing fixed by the High Court regarding consideration of petition.
19)	Official Liquidator & Regional Director to submit reports – Follow-up required
20)	Hearing by the Court and prior to passing order allowing the scheme , to hear objections. Court may approve, with or without conditions.
21)	Filing of certified copy of Court’s Order with the Registrar of Companies within 30 days in form No. 21.
22)	To carry out the scheme of amalgamation as approved by the High Court issuing notices, allotting shares, etc.
23)	Allotment of shares and to file Return of allotment with the Registrar of Companies in Form No. 2.