<\/span><\/h2>\n\n\n\nThe procedure relating to Fast Track Mergers & Amalgamation\nmay be described in the following manner:<\/em><\/strong><\/p>\n\n\n\n\n- Make sure the company\u2019s MOA entails the provision for Amalgamation. If such provision is not present, incorporate the same via a legit procedure before indulging in said process.<\/li>\n\n\n\n
- The next step is to file the Provisional Financials statements as on the date. The Transferor & transferee entities are obligated to serve such a purpose.<\/li>\n\n\n\n
- Next, Transferor & transferee entities are supposed to draft the Scheme of the merger.<\/li>\n\n\n\n
- Board approval is mandatory in such a scenario, i.e. Merger Scheme needs to get the board approval without exception. The same meeting is liable to authorize the form CAA, a legal consent to invite any rejections\/Suggestions against the proposed Scheme in the purview of Rule 25 Sub-rule (1).<\/li>\n\n\n\n
- ROC will take around 30 days to respond against the form CAA 9. On the other hand, the Official Liquidator will also take the same amount of time to serve this purpose.<\/li>\n\n\n\n
- In the purview of Rule 25 Sub Rule (2), the Transferor & transferee entities are required to file the Declaration of Solvency CAA-10 before ROC prior to sending notice for convening the meeting of creditors & members.<\/li>\n\n\n\n
- No-Objection Certificate from creditors (Secured & Unsecured) – NOC to be dated post-filing of the said form and before EGM for final approval.<\/li>\n\n\n\n
- Transferor & transferee entities shall convene the Board Meeting to arrange the EGM.<\/li>\n\n\n\n
- In light of Rule 25 Sub Rule (3), Notice pertaining to General Meeting- Notice of the meeting must be attested with Declaration of Solvency & Detailed statement, CAA-10<\/li>\n\n\n\n
- General meeting for scheme approval: The Scheme of M&A or suggestions availed from ROC & OL, if any, will be taken into account in this meeting, and the Scheme will be authenticated.<\/li>\n\n\n\n
- In the purview of Section 233 (4), the Scheme\u2018s approval by creditors 9\/10th in value of entities either in meeting or otherwise authenticated in written consent to be availed from the creditors in place of convening the meeting.<\/li>\n\n\n\n
- Filing of form, namely MGT-14 for availing ROC\u2019s approval for Shareholders resolution.<\/li>\n\n\n\n
- Intimation of the approved Scheme has to be shared with all the regulatory authorities.<\/li>\n\n\n\n
- In the purview of Rule 25 Sub-rule 4(a), submit the form CAA-11 in Form GNL-11 to Registrar of Companies within seven days after meeting\u2019s decision and should entail a complete statement in GNL-1 (This must be shared by Transferee Company for both the companies).<\/li>\n\n\n\n
- Submission of Form CAA-11 manually to ROC and OL within seven days after the general meeting. (The said firm must be submitted by the transferee company for both the companies).<\/li>\n\n\n\n
- Regional Director will share their concern in the form of a questionnaire to the transferee company. The recipient must respond within seven days from the date of receiving the said questionnaire. The regional director may cancel the Scheme based on the response submitted by the recipient.<\/li>\n\n\n\n
- In the purview of Rule 25 Sub Rule (6), the approval order of the Scheme will be received in CAA-12. The recipient can receive such order within 60 days as the timeframe for filing an application with Tribunal for application\u2019s rejection is 60 days<\/li>\n\n\n\n
- In the purview of 233(7), filing of INC-28 for the order availed- Within one month of order availed for the consent of the Scheme.<\/li>\n<\/ul>\n\n\n\n