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Rules of Merger & Demerger

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1. These rules are called Rules of Merger & Demerger amongst the
Firms registered with The Institute of Chartered Accountants of
India.
2. Concet of Merger & Demerger!
(i) The Partnership Act has not prescribed merger & demerger of
partnerships. In the corporate world, merger and demerger have become
universal practices for securing survival, growth, expansion and
globaliation of enterprise and achieving multitude of ob!ectives. "erger is
the fusion of two or more existing companies. #n the other hand,
demerger signi$es a movement in the compan% !ust opposite to merger.
&'emerger( is also used to describe spinning o) of an *underta+ing, of a
-orporate entit%. The concept of &"erger(, &'emerger( & &Ac.uisition( are
arising out of the &Arrangement( under /ections 0123014 of the
-ompanies Act, 2156. "erger and 'emerger are natural corollar% of
globaliation.
(ii) To incorporate the spirit of -orporate 7orld and to imbibe the
consolidation creed, the -ouncil used the term 8merger( and
8amalgamation( of -A $rms. The -ouncil in its 219
th
"eeting held from :5
th
to :;
th
<ebruar%, 2111 and in ::0
rd
"eeting held from :
nd
to 5
th
<ebruar%,
:==: considered the /eniorit% and "ergers of the $rm and implications of
the decisions.
(iii) In order to have an orderl% and sustainable growth of the -A $rms, it is
desirable that the coming together of the $rms begins with networ+ing
and then matures to mergers. >etwor+ing will enable the $rms to
develop wor+ing relationships with each other. ?owever, it is not to
suggest that there cannot be mergers without networ+ing.
(iv) The mergers should be e)ected to develop core competencies and to
render professional services of a larger range spread over bigger
geographical area. A merged big entit% will alwa%s be superior to a
networ+ arrangement.
". Merger
(i) To e)ectuate merger, a merger agreement in Form #$% (enclosed) is to
be $led with the Institute within 0= da%s from the date of the agreement.
The re3constitution agreement@partnership deed shall be $led with the
Aegistrar of <irms.
(ii) Bpon the merger of the $rms, the Institute will freee the names of the
merging $rms and shall not allot the same names to an% other $rm.
&. Demerger
(i) The merger has to precede the demerger. The merger agreement itself
shall contain the terms and conditions for demerger. Therefore no
concurrence@acceptance is re.uired from the continuing partners. The
merger agreement shall stipulate that in case ;5C or more of the
continuing partners of one of the erstwhile $rm(s) are willing to demerge
then the% can do so after giving due notice in Form #F% (enclosed) to the
other partners and to the Institute.
(ii) In case ;5C or more of the continuing partners of one of the erstwhile
merging $rm have demerged after giving due notice to the other partners,
then in such case, the merger shall come to an end and if the remaining
erstwhile merging $rms@partners of the erstwhile merged $rm decided to
continue, then the% should enter into a fresh "erger@Partnership
Agreement.
(iii)The 'emerged <irm is entitled to practice in its old trade name, which
existed at the time of merger.
(iv) The -onstitution -erti$cate issued b% the Institute to the demerged
$rm shall state the original date of establishment, the date of its merger
and the date of the demerger. <or the purpose of computing the seniorit%
of the $rm, the total period will be rec+oned from the original date of
establishment.
(v) The demerger can be demanded within a period of 5 %ears from the date
of merger.
Form `E
F'RMAT 'F M$R($R A(R$$M$)T
T*$ I)+TIT,T$ 'F C*ART$R$D ACC',)TA)T+ 'F I)DIA
-+ee Rule " of Rules of Merger & Demerger amongst the .rms registered with The
Institute of Chartered Accountants of India/
7e, (2)DDDD (:) DDDD (0) DDDDDD partners of (2) "@s. A & -o. (:)
"@s. E & -o. & (0) DDDDDDDD execute this "erger Agreement on this FFFF da%
of FFFFFF, at FFFFFFFFFFFG
2. "@s A & -o., a Partnership@Proprietorship $rm of -hartered
Accountants having its registered ?ead #Hce at FFFFFFFFFF, dul% registered with
the Institute of -hartered Accountants of India vide <irm >o. FFFFFFFFF in
FFFFFFFFF region (which expression shall include its successors, heirs and
assigns).
The date of establishment, name of the partners, their membership nos, are as
followsG3
(i) 'ate of establishment
(ii) >ame of the Partners "embership >o.
:. "@s E & -o., a Partnership@Proprietorship $rm of -hartered
Accountants having its registered ?ead #Hce at FFFFFFFFFFF, dul% registered with
the Institute of -hartered Accountants of India vide <irm >o. FFFFFFFFFF in FFFFFFF
region (which expression shall include its successors, heirs and assigns).
The date of establishment, name of the partners, their membership nos, are as
follows G3
(i) 'ate of establishment
(ii) >ame of the Partners "embership >o.
0. DDDDDDDDDDDDDDDDDDDDDDDDDDDDDDDD
)ow0 therefore0 in consideration of mutual romise herein made and
the consideration hereunder e1ressed0 the arties hereto mutuall2
co3enant and agree as follows!
2. That the name of the merged $rm will be FFFFFFFFFFFFFFFF and the date
of establishment of the merged $rm is the date of establishment of the
oldest@older $rm i.e. FFFFFFFF.
:. That this merger will come into force w.e.f. FFFFFFFFFF :=II,
whereafter, the merging $rm i.e. "@s A & -o., and "@s E & -o. cease to exist and
a separate partnership deed has been executed on FFFFFF amongst the partners
of the merged $rm.
0. That the following persons are the partners of the merged $rmG
2. "r. FFFFFFFFFFFFFFFFFFF "embership >o. FFFFFFFF
:. "r. FFFFFFFFFFFFFFFFFFF "embership >o. FFFFFFFF
0. "r. FFFFFFFFFFFFFFFFFFF "embership >o. FFFFFFFF
4. "r. FFFFFFFFFFFFFFFFFFF "embership >o. FFFFFFFF
5. "r. FFFFFFFFFFFFFFFFFFF "embership >o. FFFFFFFF
6. "r. FFFFFFFFFFFFFFFFFFF "embership >o. FFFFFFFF
;. "r. FFFFFFFFFFFFFFFFFFF "embership >o. FFFFFFFF
9. "r. FFFFFFFFFFFFFFFFFFF "embership >o. FFFFFFFF
7e, all the partners of the merged $rm DDDDDDDDDDDDDDD
understand that this merger has the following conse.uences in pursuance to
the decision of the -ouncil of the InstituteG 3
2. That the name of the erstwhile merging $rms
will be froen b% the Institute.
:. And in case ;5C or more of the continuing partners of one or more erstwhile
merging $rm(s) are willing to demerge, the% ma% demerge after giving due
notice and will be entitled to the following bene$ts G
(i) The% shall be entitled to the total seniorit% ac.uired i.e. their earlier pre3
merger seniorit% and the %ears during which the% were in merged $rm.
(ii) The% are entitled to their old $rm(s name.
Provided in case, ;5C is a fraction, then the same shall be rounded o) to the
next number.
0. That the date of establishment of the new demerged $rm shall be the date of
demerger.
4. That to e)ectuate such demerger, no concurrence@acceptance is re.uired from
the other continuing partners of the merged $rm. The partners of such
demerged $rm shall execute a partnership deed. The merged $rm as well as the
demerged $rm shall submit fresh <orm 29 as prescribed under the -hartered
Accountants Aegulations, 2199 to the Institute within the prescribed period.
5. In case of ;5C or more of the continuing partners of one of the erstwhile
merging $rm have demerged after giving due notice to the other partners, then
in such case, the merger shall come to an end and if the remaining erstwhile
merging $rms@partners of the erstwhile merged $rm decided to continue, then
the% should enter into a fresh "erger@Partnership Agreement and shall submit
fresh <orm 29 as prescribed under the -hartered Accountants Aegulations, 2199
to the Institute within the prescribed period.
6. That the demerger in the manner hereinbefore mentioned can be demanded
onl% within a period of 5 %ears from the date of merger.
I> 7IT>J// 7?JAJ#<, the Partners of the "erged $rm
"@sDDDDDDDDDD. hereto set their hands on this agreement in the presence of
the witnesses.
7IT>J//J/ G
2.
:.
(i) FFFFFFFFFFFFFFFFFFF
(ii) FFFFFFFFFFFFFFFFFFF
(iii) FFFFFFFFFFFFFFFFFFF
(iv) FFFFFFFFFFFFFFFFFFF
(v) FFFFFFFFFFFFFFFFFFF
(vi) FFFFFFFFFFFFFFFFFFF
(vii) FFFFFFFFFFFFFFFFFFF
(viii) FFFFFFFFFFFFFFFFFFF
Partners of "@sDDDDDDD
<orm &<(
)'TIC$ F'R D$M$R($R
T*$ I)+TIT,T$ 'F C*ART$R$D ACC',)TA)T+ 'F I)DIA
-+ee Rule &4i5 of Rules of Merger and Demerger amongst the .rms registered with
The Institute of Chartered Accountants of India/
2. 7e the following persons
>ame(s) "embership >o.(s)
FFFFFFFFFFFFF FFFFFFFFFFFFFFF
FFFFFFFFFFFFF FFFFFFFFFFFFFFF
being partners of "@s FFFFFFFFFFF which merged with the $rm "@s FFFFFFFFas
per merger agreement dated FFFFFFFF willing to demerge with e)ect from FFFF
:. 7e are the partners of the erstwhile "erging $rms, "@s FFFFFFFFFFF merged
with "@s. FFFFFFFFFFFF & constitute the merged $rm FFFFFFFFFF with e)ect
from FFFFFFF. The "erger Agreement dated FFFFFFFF and <orm 29 were $led
before the Institute on FFFFFFFFFF
0. 7e constitute ;5C or FFFF C of the continuing partners of the erstwhile $rm
"@s. FFFFFFFFF
4. This demerger is within a period of 5 %ears from the date of merger.
5. 7e desire that our pre3merger name be allotted to us.
FFFFFFFFFFFFFFFFFFFFFFFF
PlaceG FFFFFFFFFFFFFFFFFFFFFFFF
'ateG FFFFFFFFFFFFFFFFFFFFFFFF
/ignature of all the Partners of the Jrstwhile <irm "@s.
FFFFFFFFwilling to demerge.

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