Convene Board meeting to decide the following:

 Merger and amalgamation (Section 179(3);

 Finalize the scheme;
 Preparation of declaration of solvency in form CAA-10

File the board resolution in e-form MGT-14 with to Registrar (Section 117)

Companies involved in the scheme shall file the proposed scheme with the jurisdictional
Registrar and official liquidator in form- CAA-9, for the invitation of their objections or
observation.

File declaration of solvency with the Registrar in form CAA-10,

Dispatch 21 days clear days’ notice of general meeting and class meetings to its members and
creditors respectively.

Hold general meeting and class meeting if the following manner:

 By members holding at least ninety per cent. Of the total number of shares
 Creditors by majority representing 9/10th of the value of creditors.

The Transferee Company shall File the application to the following:

 Central Government (Regional Director) in form CAA-1,

 Registrar of Companies in form-GNL-1, and (for the purpose of invitation of
observation)
 Official Liquidator through registered post (for the purpose of invitation of
observation)

ROC and/or OL file any observation with If no objections have been filed by ROC/
the RD OL

AND/OR And

If in the opinion of RD The scheme is not In the opinion of RD the scheme is in the
in the interest of public / creditors interest of public/creditors
 ROC and/or OL file any observation with The RD shall confirm the scheme and pass
the RD order in form CAA-12

AND/OR

If in the opinion of RD The scheme is not

in the interest of public / creditors
File Form INC-28 with the ROC

RD may apply before to National

Company Law Tribunal within 60 days of
the receipt of application in form CAA-13

NCLT

If NCLT is in the opinion, that the If NCLT is in the opinion, that the
application should be dealt in accordance application should NOT be dealt in
with the provisions of section 232 off the accordance with the provisions of section
Companies Act, 2013 232 off the Companies Act, 2013

Follow the procedure of section 232 of the NCLT shall confirm the scheme
Companies Act, 2013