Agreement of Amalgamation between two Companies
| Updated at | March 2010 |
SCHEME OF AMALGAMATION
BETWEEN
XYZ LIMITED AND ITS MEMBERS
AND
A & B LIMITED AND ITS MEMBERS
[For Amalgamation of XYZ Limited with A & B Limited under Section 391 read with Section 394 of the Companies Act, 1956]
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Definitions: In this Scheme, unless inconsistent with the subject or context, the following expressions shall have the following meanings:
1.1 "the Act" means the Companies Act, 1956 or any statutory modification or re-enactment thereof for the time being in force.
1.2 "the Appointed Date" means the...... date of.... or such other date as may be fixed or approved by the High Court at.....
1.3 "the Effective Date" means the last of the dates on which the sanctions, approvals or orders specified in Clause 15 of this Scheme ate obtained.
1.4 "the Scheme" means this Scheme of Amalgamation in its present form or with any modification(s) approved or imposed or directed by the High Court at.....
1.5 "the Transferor Company" means XYZ Limited, a Company incorporated under the Companies Act, 1956 and having its Registered Office at
1.6 "the Transferee Company" means A & B Limited, a company incorporated under the Companies Act, VII of 1956 and having its registered Office at
1.7 "Undertaking" means:
(a) All the assets and properties of the Transferor Company as on the Appointed Date (hereinafter referred to as "the said assets");
(b) All the debts, liabilities, duties and obligations of the Transferor Company including contingent liabilities as on the Appointed Date (hereinafter referred to as "the said liabilities");
(c) Without prejudice to the generality of sub-clause (a) above, the Undertaking of the Transferor Company shall include all the Transferor Company's reserves and the authorised share capital, movable and immovable properties including investments, claims, powers, authorities, allotments, approvals, consents, registrations, contracts, engagements, arrangements, rights, credits, titles, interests, benefits, club memberships, advantages, leasehold rights, brands, tenancy rights, other intangibles, industrial and other licences, permits, authorisations, quota rights, trade marks, patents and other industrial and intellectual properties including, know-how, domain names, import quotas, telephones, telex, facsimile and other communication facilities and equipment, rights and benefits of all agreements and all other interests, rights and powers of every kind, nature and description whatsoever, privileges, liberties, easements, advantages, benefits and approvals of whatsoever nature and where soever situate, belonging to or in the ownership, power or possession or control of the Transferor Company as on the Appointed Date and thereafter.
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Share Capital:
2.1 The authorised and the issued, subscribed and paid up share capital of the Transferor Company is as follows:
The authorised share capital is Rs........ (Rupees.....) divided into...... equity shares of Rs.... each. The issued, subscribed and paid-up share capital is Rs....... (Rupees.......) divided into........ equity shares of Rs...... each.
The Authorised Share Capital of the Transferee Company is Rs........ (Rupees.................) consisting of......... equity shares of Rs...... each aggregating to Rs...... and........ unclassified shares of Rs.....each aggregating to Rs............... The issued Capital of the Transferor Company is Rs........ and the subscribed and paid up capital is Rs.........
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Vesting Of Undertaking:
3.1 With effect from the Appointed Date, the Undertaking shall, pursuant to the provisions contained in Section 394 and other applicable provisions of the Act, stand transferred to and vest in or be deemed to be transferred to and vested in the Transferee Company as a going concern without any further act, deed, matter or thing (save as provided in Clause 3.2 below) so as to become on the Appointed Date, the assets (subject to encumbrances and charges, if any, existing thereon) or liabilities of the Transferee Company. Provided always that the Scheme shall not operate to enlarge the scope of security for any loan, deposit or facility availed of by the Transferor Company and the Transferee Company shall not be obliged to create or provide any further or additional security therefor after the Effective Date or otherwise.
3.2 It is expressly provided that in respect of such of the said assets as arc movable in nature, including cash in hand, or otherwise capable of being transferred by manual delivery or by endorsement and delivery, the same shall be so transferred by the Transferor Company.
In respect of movable assets, other than those specified in clause 3.1 above, including sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or value to be received, bank balances and deposits, if any...
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