Merger and amalgamation: tribunal sanctioned schemes enable transfer of undertakings, assets and liabilities under prescribed safeguards.

Merger and amalgamation schemes effected through compromises or arrangements require Tribunal sanction and prescribed procedural safeguards; merging companies must circulate a draft scheme, directors' explanatory reports, valuation reports, and updated accounts. The Tribunal may order transfer of undertakings, property and liabilities to the transferee company from an appointed date, allotment of securities, continuation of legal proceedings, dissolution without winding up, employee transfers, dissent provisions and incidental matters, and sanctioned orders vest specified property and liabilities in the transferee company. Filing with the Registrar, annual compliance certification, accounting certification, and penalties for contravention are mandated.

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