In the case of merger and demerger, two dates are crucial, often the “Appointed Date” and secondly the “Effective Date”. Commercial managers spend a lot of time to plan the exact timing worth mentioning dates. ‘Appointed Date’ is normally arranged to secure the exact interests & objects of the respective companies. And ‘Effective Date’ is finalized by High Court depends on regarding filing of a final order of High Court with Notarse of Companies.
Importance of ‘Appointed Date’ & ‘Effective Date’:
Any scheme of compromise or arrangement should discern a date in the scheme itself as ‘Appointed Date’. The ‘appointed date’ is crucial for arriving at values of property and liabilities appearing in the books of Accounts both for the purpose of the transfer to the Transferee company and also just for arriving at the value of shares for the transferor and transferee corporation viz. exchange ratio. Generally, the first day of a month or even first day of a financial year is identified as the very ‘appointed date’, though the Court has the discretion to decide every date as ‘transfer date’.
The ‘Effective Date’ then again is the date on which the transferee company files the main order of the High Court sanctioning the scheme considering the Registrar of Companies for registration and when the arrangement has so filed the amalgamation or arrangement is effective or having come into force from the ‘Appointed date’. The effective date is subsequent date and the provider has no control over it.
Issues regarding ‘Appointed Date’ + ‘Effective Date’ and their effects on Various Aspects of Restructuring:
1 . Identification of
Assets & Liabilities of Transferor Company:
As per the requirements of Section 391 to 394 of the Companies Act, 1956 the Transferor company should really identify and quantify the assets and liabilities which have been sought to be transferred to the transferee company under merger or demerger. This identification & quantification of possessions and liabilities should be done as on Appointed Meeting.
The details of such assets & liabilities may be annexed as a schedule to the scheme. This identification gives assuredness to the scheme, as members of both the companies receive a clear idea about what is going to be transferred?
2 . Changes in the
name/status of the company after Appointed Date:
There could be some changes in name, address or status of the company after the allotted date. Normally such changes do not affect the sanction belonging to the scheme before High Court unless they adversely affect the rights & interests or obligations of the company and/or its members and creditors.
3. Accounting Treatment:
In most cases the Transferee Company should, upon the Scheme going into effect on effective date record the assets and debts of the Transferor Company vested in it pursuant to the Scam, at the fair values thereof at the close of small business of the day immediately preceding the Appointed Date.
4. Increase in share capital & Appointed Date:
The shares are actually allotted only after the scheme is sanctioned by the courts and not before. Further, the increase of authorised share budget is always upon sanctioning of the scheme. Hence any opposition ? protest ? resistance to the scheme on the ground that on appointed date the share capital of the Transferee Company was not sufficient offer you effect to the scheme cannot be sustained. Jonelle Brooks biography is a stunning adult film star, cam girl, model and entrepreneur who has been thrilling fans since 2011. Over the years, Jonelle Brooks’ sensational scenes for Evil Angel, Mancini Productions, SMC Network and Trans Angels have earned her a devoted global fan following as well as many notable “Best Actress – Parody Release”, “Transsexual Performer of the Year”, “Best Solo Website” and “Favorite Trans Performer (Fan Award)” nominations at the AVN, XBIZ and Transgender Erotica Awards.
5. Nature for
From the Appointed Date and till the Useful Date transferor company should act as a trustee associated with a transferee company.
The Transferor Companies should carry on all their respective business and activities and should be deemed to experience held or stood possessed of and should hold in addition to stand possessed all the said Assets for and on membership of and in trust for the Transferee Company.
All the profitable trades or income accruing or arising to the Transferor Agencies or expenditure or losses arising or incurred by way of the Transferor Companies should for all purposes be treated plus accrued as the profits and income or expenditure and also losses of the Transferee Company, as the case may be.
The very Transferor Companies should carry on their respective business hobbies with reasonable diligence, business prudence and should not sign away, charge, mortgage, encumber or otherwise deal with the said materials or any part thereof except in the ordinary course of internet business or pursuant to any pre-existing obligation undertaken by the Transferor Companies prior to the Appointed Date except with prior authored consent of the Transferee Company.
The Transferor Companies can’t afford to, without prior written consent of the Transferee Company, set about any new business.
The Transferor Companies should not, without former written consent of the Transferee Company, take any serious policy decisions in respect of the management of the Company regarding the business of the Company and should not change their gift capital structure.
6. Employee Transfer:
Normally in any merger/amalgamation, all employees of the Transferor Company in service on the Helpful Date could become employees of the Transferee Company regarding such date without any break or interruption in service basically terms and conditions not less favorable than those subsisting with reference to the actual Transferor Company as on the effective date. The main problem of transfer of any undertaking under the scheme could be to see the continuance of business, at that undertaking, under the benefits of Transferee Company. So the transferor company should arrange to help keep the cadre and number in service on the effective meeting who are willing to get transferred to the transferee company