Next due
20 OCTGSTR-3B · Summary return · Sep 2026tomorrow 21 OCTTax Audit Report · Form 3CA/3CB · AY 2026-27 · extended from 30 Sepin 2 days 30 OCTAOC-4 · Financial statements · FY 2025-26in 11 days 7 NOVTDS / TCS deposit · Deducted in Oct 2026in 19 days 11 NOVGSTR-1 · Outward supplies · Oct 2026in 23 days 15 NOVPF & ESI · Contributions · Oct 2026in 27 days 21 NOVITR filing · Audit cases · AY 2026-27 · extended from 31 Octin 33 days 29 NOVMGT-7 / 7A · Annual return · FY 2025-26in 41 days
All due dates
Checklist

Merger / Amalgamation Compliance Checklist

A stage-wise checklist covering every statutory step of a scheme of amalgamation under Sections 230-232 of the Companies Act, 2013.

MERGER / AMALGAMATION COMPLIANCE CHECKLIST

Use this checklist to track statutory compliance for a scheme of merger, amalgamation or arrangement between two or more companies under Sections 230 to 232 of the Companies Act, 2013, read with the NCLT (Compromises, Arrangements and Amalgamations) Rules, 2016.

1. Preliminary & Due Diligence

  • ☐ Check the object clause / MOA of both companies permits amalgamation
  • ☐ Review the Articles of Association for authority to enter the scheme
  • ☐ Conduct financial, legal and tax due diligence of the companies involved
  • ☐ Identify the appointed date and the transferor / transferee companies

2. Valuation & Scheme Drafting

  • ☐ Obtain a valuation report from a Registered Valuer for the share exchange ratio
  • ☐ Obtain a fairness opinion from a merchant banker where required
  • ☐ Draft the Scheme of Arrangement / Amalgamation with appointed & effective dates
  • ☐ Obtain a certificate that accounting treatment conforms to applicable Accounting Standards (Ind AS 103 / AS 14)

3. Board Approval

  • ☐ Convene Board meetings of each company to approve the Scheme and valuation report
  • ☐ Pass board resolutions authorising filing of the application with the NCLT
  • ☐ Authorise a director / company secretary to sign documents and represent the company

4. First Motion Application to NCLT

  • ☐ File the first-motion application (Form NCLT-1) with affidavit and the Scheme
  • ☐ Seek directions of the Tribunal for convening / dispensing with member and creditor meetings
  • ☐ Obtain the NCLT order fixing date, time, venue and quorum of meetings

5. Notices & Meetings

  • ☐ Send meeting notice with explanatory statement and Scheme to shareholders and creditors (at least 30 days)
  • ☐ Advertise the notice of meeting in the prescribed newspapers
  • ☐ Serve notice on the Central Government, ROC, Official Liquidator, Income-tax and other sectoral regulators (RBI/SEBI/CCI) allowing 30 days to respond
  • ☐ Hold the meetings of members and creditors as directed and record the results
  • ☐ Ensure the Scheme is approved by majority in number holding 3/4th in value of each class
  • ☐ File the Chairperson's report of the meetings with the Tribunal (Form NCLT-3)

6. Second Motion & NCLT Order

  • ☐ File the second-motion petition for sanction of the Scheme (Form NCLT-5)
  • ☐ Advertise the notice of the hearing of the petition
  • ☐ Address representations, if any, from ROC, RD, OL or other authorities
  • ☐ Obtain the NCLT order sanctioning the Scheme of Amalgamation

7. Post-Order Filing & Effect

  • ☐ File the certified copy of the NCLT order in Form INC-28 with the ROC within 30 days
  • ☐ Give accounting effect to the merger and transfer assets and liabilities from the appointed date
  • ☐ Allot shares to shareholders of the transferor company per the approved exchange ratio
  • ☐ Dissolve the transferor company without winding up and update statutory registers
  • ☐ Intimate banks, GST, income-tax, PF/ESIC and other stakeholders of the merger

Note: Timelines, forms and regulator notices may vary with listed companies, cross-border mergers and fast-track mergers under Section 233. Consult the applicable NCLT rules and take professional advice before filing.

Before you use it — fill in / check

  • Company/entity
  • Date
  • Responsible person

How to use this template

  1. Read through and replace every [bracketed] or blank placeholder with your actual details.
  2. Delete any clause that doesn't apply and add anything specific to your situation.
  3. Click Print / Save as PDF to download, or Copy text to paste into your letterhead.
  4. Get it signed / stamped / notarised as required, and keep a copy for your records.

This is a general, editable template for convenience only — not legal advice. For anything material, have a professional review it. TaxClue isn't liable for how it's used.