Time Schedule for Merger - Unlisted Company -Consent Letter
Title :
# Activity Time in Days Days per Stage X Estimate Total X Estimates Stagewise Actual Progress Veriance Stagewise Veriance Totallity
  FINALISATION OF BASIC STRUCTURE/BOARD APPROVAL STAGE Upto 60 Days As per original estimated schedule assignment to be completed on or before
As per the Actual progress the assignment may be completed by
1 Appoint Consultants after prliminary meeting (MD/CEO or through Board Resolution) 0
2 Provide documents to Consultants 2
3 Discussion with Consultants - For finalising "Option Paper" 7
4 Selction of suitable option/scheme to be executed 9
5 Obtain list of requirments from the consultant
6 Provide documents to Consultants 11
7 Preparation of draft Scheme of Merger 21
Preparation of swap ratio report
8 Vetting of Scheme and swap ratio report by management and internal consultants 42
9 Finalise the Scheme of Arrangment & Swap Ratio after considering the suggestions
10 Hold Board Meeting for approval of the Scheme and Swap- ratio Report 49
11 Provide required documents for filing Application with High Court 51
12 Get final Application to be filed in High Court ,after any modification if required 60
  HC APPLICATION STAGE Upto 90 Days
13 Affirmation of Application at HC - Before Registrar of Court 67
  whether meeting of shareholders and/or creditors dispense with or not ?
14 Order on the Application at HC - 90
  HC PETITION STAGE Upto 180 Days Yes No
                         Please   to continue
15 Get Draft of Petition and list of required documents to be filed in the HC 91
16 Get Petition vetted from Advocate/Solicitors to be filed in High Court 98
Provide all the documents for filing petition in HC
17 File petition with HC 100
18 Admission of Petition (For Final hearing and other Direction) 118
19 Obtain copy of the minutes of Order passed by HC 120
20 Get Draft of notice of final hearing to be sent to creditors and Publish in Newspapers 120
21 Obtain sealed copy of notice to be served on RD 122
22 Send Notice of the hearing of the petition to all creditors as may be directed by HC 129
23 Send notice of the final hearing to ROC
24 Publish advertisement Notice in News papers
25 Publish Notice of hearing in Govt. Gazette, if directed
26 Submit Copy of notices to be filed with RD, for approval and sealing to the HC Registrar
27 File notice alongwith copy of petition and other required documents with RD
28 File notice alongwith copy of petition and other required documents with OL
29 Submit original proof with 4 zerox copies to Consultants of notice served to Creditors and 4 Newspapers advertisement copies 133
30 Prepare and provide data for report of Auditor/Regional Director 144
31 Appointment of auditor by OL & HC 146
Deposit fees as fixed by HC
32 Co-ordinating with OL in order to Competion & Filing of Auditor's Report, Submission of NOC to HC 166
33 submit any additional explanation/documents to obtain Final Approval by RD & Obtain final Approval
34 Affirmation by submission of an affidavit to HC 173
35 Final Hearing for Sanction at - HC 180
  POST HC APPROVAL Upto 240 Days
36 File application for obtaining court order to HC - 180
37 Obtain certified copy of final orders from the HC 190
38 Conduct Board Meeting for taking the HC order on record and authorise allotment of shares on merger 197
39 File an application for adjudication of stamp duty payable on HC order 197
40 Print MOA & AOA with altered authorised capital clause 200
41 Attach Copy of the final order to every copy of the Memorandum & Articles of Association
42 Compliance of the requirements of increasing the Authorised capital of TEE to accommodate additional issue of shares on merger, if required 204
43 File required statements & Forms with FIPB/RBI for alltoment of shares to Foreign company, if any 207
44 File Form No 2 & 3 for allotment of Shares and print & issue share certificates
45 File forms with RBI for allotement of shares to Foreign Company 212
46 File Form FC GPR with Authorised Dealer of TEE
47 File Certified copy of the HC orders with ROC in Form 21 within 30 days 220
Pay of Stamp duty on HC order as determined by Stamp authority
Intimate Govt. Authorities, banks, creditors customers,employees and others
Compliances and registrations under various laws post merger
Complete Accounting entries for giving effect to the Scheme of Merger
48 Pay of Stamp duty on HC order as determined by Stamp authority 227
49 Register HC order with the concerned sub-registrar for registration of immovable property of TOR in the name of TEE 240

Notes:

  1. The company is expected to deliver rerquired documents to the consultant within 2 days from the date of obtaining list of requirments.
  2. In case more than one High Court's approval is neceassary for the sanction of Scheme there will be increase of 30 % in the expected time schedule.
  3. In cases of High Courts other than Bombay High Court addition of 10 % in the expected time schedule is assumed.
  4. The proposed time schedule may get extended barring unforeseen circumstances, court vacations and for reasons beyond the control of Consultant.
  5. This time schedule is only indicative and actual time-period may be shorter depending upon the affirmative co-operation from the Company and expedient proceedings at High Court & other Government Authorities.