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Conditions about payment of dividend, ranking of equity shares, pro rata dividend declaration and distribution.Surrender of shares by shareholders of Transferor Company for exchange into new share certificates.Description of proposed share exchange ratio, any conditions attached thereto, any fractional share certificates to be issued, transferee company’s responsibility to obtain consent of concerned authorities for issue and allotment of shares and listing.Share capital of Transferee Company covering above heads.Share capital of Transferor Company specifying authorised capital, issued capital and subscribed and paid up capital.Description of happenings and consequences of the scheme coming into effect on effective date.Conditions as to carrying on the business activities by transferor between appointed date and effective date.Effective date when the scheme will come into effect.Main terms of the transfer of liabilities from transferor to transferee, covering any conditions attached to loans, debentures, bonds, and other liabilities from bank, financial institutions, trustees and listing conditions attached thereto.Main terms of transfer of assets from transferor to transferee with power to execute on behalf or, for transferee, the deeds/documents given to the transferee.
Particulars about transferee and transferor companies.There is no specific form but it should generally contain the following information: The scheme of amalgamation should be prepared by the companies which have arrived at a consensus to merge. Therefore, the essence of amalgamation is to make an arrangement whereby uniting the undertakings of two or more companies become vested in, or under the control of, one company, which may or may not be the original of the two or more of such uniting companies. This is more commonly known as merger, since the blending companies merge their respective separate identities to form a new undertaking. Two or more undertakings blending to form a new undertaking.This is more commonly known as absorption since, in the process of blending, an undertaking is getting absorbed into another undertaking. One or more undertaking blending with another undertaking.The blending of undertakings may take any of the following forms: The shareholders of each blending company substantially become the shareholders in the company which is to carry on the blended undertaking.
Halsbury's Laws of England describes amalgamation as blending two or more existing undertakings into one undertaking.
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