Time Frame for effecting an amalgamation between two companies and Informational Requirements Sr.

No 1 2 3 4 5 Action Time Taken ( No. of Days) Convene a Board Meeting to consider and approve in X principle , amalgamation and appoint an expert for valuation of share to determine the share exchange ratio Hold a Board Meeting X + 14 Convene a Board Meeting to approve the Scheme of X + 44 Amalgamation Hold a Board Meeting X + 58 Intimate to the Stock Exhanges where the shares of the X + 59 company are listed , if they are ) of proposed amalgamation Listing Agreements , BSE Apply to the Financial Institution . Debenture Trustees and X + 59 Banks for their approval to the amalgamation. In case of listed company take approval to the Scheme from X + 64 all the Stock Exchanges where shares are listed Apply to the High Court concerned seeking directions for X + 95 holding share holders , creditors meeting along with affidavit. Obtain summons for directions and minutes of the order X + 102 from the High Court for holding the meetings. Dispatch notice of the meetings Advertise in news papers regarding proposed amalgamation X + 124 X + 126

6 7 8 9 10 11 12

Make an affidavit of service of Individual Notices to X + 130 shareholders and creditors as well as publication of notice in newspapers. Hold the Meetings of Creditors and Shareholders X + 149

13 14 15

Apply for approval from RBI for issue and allotment of X + 151 shares to non resident File Reports of the Chairman of the Shareholders and X + 157 Creditors meetings with the High Court.

16 17 18 19 20 21 22 23 24 25

File petition and affidavit with the High Court

X + 164

Obtain an order of admission of the petition in the High X + 164 Court File Form 23 with Registrar of Companies X + 164 Obtain RBI approval for issue and allotment of shares to non residents Send Individual notices to creditors ( in case High Court has not allowed exemption from holding Creditors Meetings) Arrange for notices to be published in the newspapers ( One in English & One in Local language ) inviting objections to the proposed scheme of amalgamation. Arrange for seven days before hearing , an affidavit as to the Service of Individual notices to creditors and publication of notices in newspapers to be filed with the High Court Attend hearing of petition and passing of order in the High Court Obtain Order from the High Court X + 181 X + 191 X + 203 X + 210 X + 216 X + 250

File a copy of the order of the High Court sanctioning the X + 254 Scheme of Amalgamation with the concerned Registrar of Companies