Online Dating Advice for a Bad First Date

A bad date is a place you don’t want to be. It’s no one’s fault, yet no matter how well you seem to get on online, you can easily find yourself in a public place with a stranger having a real struggle with simple conversation. What should you do?

You have 3 options open to you if you find yourself on a date which is not going well. By bad date I am referring to a mediocre level bad date where awkward silence and stilted conversation ensues, not the type of bad date you need to run away from. You can either –

1) cut the date short and go home
2) stick it out, but not see them again
3) give it another chance, another time.

There’s no need to throw your possessions and yourself out of a restroom window if the conversation does not flow as you had hoped. There’s a lot of pressure on people on a first date and it can be difficult to be yourself. It’s not unlike a job interview, in many ways.

If the first date is not a roaring success, should you agree to another? Daters are very strictly in one camp or the other over this one. Some hardened daters are adamant that if there is no instant and deep connection, you should throw in the dating towel immediately. I am in the camp that believes that you might need a few dates to get to know one another.

Think of your current best friend, for example. I bet when you first met, you might not have imagined that they would one day be your best friend. You need more than one pop at getting to know someone – a date shouldn’t be like an exam.

If you don’t want to give it another go and meet your date again, send a polite and sugary message including:

– a big thank you for taking the time to meet you
– tell them that they are great, but you don’t feel you are suited
– wish them all the best of luck for the future and say thanks again

If your date is rude or lewd, you don’t need to sit politely through this one. If your date is rude or you feel unsafe in their company, you can cut the date short. Excuses include, I feel ill. That should do it. An elaborate plan that involves your mobile phone and an emergency is not necessary. Afflictions that are sudden and common include; headache, toothache, tummy ache, nausea.

You can bounce back from a bad dating experience. Laetitia, 32 from Brighton discovered this after a series of bad dates including suggestible sexual proposals on a first date, and another who left mid-way through dinner. Hang on, it may have been the same chap on two different dates. Bless Laetitia for giving him another go.

You can’t prepare for a date like the chap above. Laetitia just put it behind her and persevered with dating, eventually meeting her current partner 8 dates later. Laetitia advises to try and not to take a bad experience too personally, and to carry on dating regardless;

“A bad date can be nothing to do with you at all so try not to feel to dejected. Sometimes you just don’t know what the other person has got going on in their lives. Essentially, dating is a numbers game.”

To avoid a bad date in the first place, you are best to hold on meeting in person until you are completely satisfied that your prospective date’s profile is a true reflection of who they really are, pictures and all.

Just like a can of baked beans, we all have to sell ourselves. There is however, a big difference between showing off your best side and pretending to be a can of meat balls.

If your prospective date claims to be a 30 year old Engineer with a cat called Tiddles, then you want to make absolutely sure that you will be putting on your best frock/man attire to meet a feline loving, tinkler of engines. Nothing but the truth will do.

Seriously, people can be candid with the truth in their profiles. They don’t need to, but they do. I dated one chap who claimed to have a cat but didn’t. Puzzling, but true.

According to The Guardian, 4.7 million people are dating online and in a recent survey, 1 in 3 admitted to lying in their dating profile. 1 in 3 makes for a large potential number of porky pies to uncover. Over one million, to be exact.

The most common areas for mistruths, according to statistics, are different for men and women. Men are tempted to lie about age, height and income whereas women opt for misleading information about their weight, physical build and age. The porkies to look out for include, but are not limited to –

– weight, height, age
– profession
– qualifications
– out of date photos

Nobody is really worried about dating someone a little shorter, older or stockier – we all just want to meet someone we can have a life-time of fun with, and fancy a bit too. Lying before you have even yet met is not only unattractive, it does not bode well for the future. Check out the things important to you tactfully through your online conversations; ask for titbits about jobs and hobbies and find out the stories behind the profile photos. Make sure you too are not stretching the truth, it could lead to being in a pickle further on down the line. Most importantly, make sure you have the potential to get on.

Dating can be expensive in terms of time, money and crushed hopes. It make sense for your purse and your heart to whittle out the potentially mismatched dates early on.

Dating success can be yours – just keep going. In the face of a bad date, keep your chin up, enjoy talking to someone shiny and new and then carry on dating.

A nice cake and avoiding a bad date – it’s all in the preparation

– find out how long your potential date has been online dating. Some are addicted to dating. You don’t want to be another short term fix.

– always online? Bad sign. How can they fit in that exciting life if they are always logged in? It also suggests they might be dating lots and lots of people, which for some is OK, but not for the thin-skinned. According to statistics, 53% of people surveyed admitted to dating two people simultaneously, so be prepared.

– texting a lot? Texting only proves that someone has a phone and digits. Take texting lightly, it’s not a heavy commitment to text and someone who is seriously into you will give you a call instead.

– having said that, limit your contact before you meet. Find out enough to establish that you might get on but don’t overdo the pre-meet chat. You don’t want to establish a big text connection and then meet up and find you don’t get on in 3D. Tricky.

– if you do meet, suggest a date in a coffee shop in the day time. In a cafe, you can happily leave after a 30 minute chat over a tea and a muffin, and that’s completely OK. In a pub you might feel you owe them the whole evening and you risk drunken misjudgment.

Good luck!

I have recently dipped my toes into the world of online dating and would like to pass on my tips for anyone considering doing the same. More about me? I have an English degree, I enjoy researching and writing scientific and social studies and I currently work in the Careers Centre at the University of Sussex in the UK.

Article Source: http://EzineArticles.com/expert/Sally_Burr/1589494

 

Tips for a More Enjoyable First Date – What Men Should Know

Dating should be fun but for most people, first dates make them anxious maybe because they want everything to be perfect. A terrible first date could ruin your chance of creating a wonderful relationship with your date and so you want everything to be perfect to have a great start. First dates can be stressful if you do not know what to do. The following tips can be very helpful if you want a more enjoyable first date.

How to prepare for your first date?

To make a more enjoyable first date, you have to do your homework and know some basic details about your date. It would be too awkward if you happen to ask the wrong questions. Focus on your date and prepare on how to make her comfortable on your first date. Some men do practice their lines before their first date and there is nothing wrong if you will do the same. Turning the focus on your date can help you forget your nervousness and you’ll eventually become more at ease.

To create a more enjoyable first date, avoid Friday night date to avoid the pressure. Keep the date short to be more considerate of each other. If you or your date can’t feel any connection, keeping the date short will save you both of the awkwardness. Keeping the date short doesn’t mean you have to be rude if there is no spark on your first date. Treat every first date as an opportunity to expand your network of friends. Who knows, your date might offer to introduce you to her friend who could be a better fit for you. Be a gentleman and treat every first date with good manners. If there is a connection and you are both attracted to each other, keeping the first date short means there is something to look forward to, which is your second date. The anticipation for the next date can be very interesting for both of you.

Be punctual on your first date or call if something came up and you cannot make it on time. It is important that you make her feel that you respect her time and remember that being considerate or respectful of your date makes you more attractive.

What to wear on your first date?

The clothes you wear on your first date affects the level of your attractiveness. Dress sharp and look your best on your first date. Most women love to go out with a guy who dress well but this does not mean you have to spend a fortune for your new wardrobe. Wear something presentable, clean and appropriate for your date. Wear clothes that flatter your best physical features and minimize your less attractive features. Of course to have a more enjoyable first date, you also have to be comfortable and confident wearing your outfit because you do not want to feel tense or uncomfortable with your outfit while on a date.

Experts recommend that men should stick to dark-colored pair of jeans, long sleeve collared shirt with slight patterns or not too loud patterns and with loose tie. For a casual look, a nice polo shirt and sports jacket are another option. Tucking in your shirt makes you appear clean and presentable. Avoid wearing khakis which makes you look like going to a workplace than a date. Avoid loud prints and stripes if you want to look good and impress your date. Choosing loud colors can be distracting, if you want to stand out, choose the colors that are most likely to attract women like white, black, grey, blue and green. Colors like cobalt blue and maroon can be attractive too. Flashy clothing or accessories are not appropriate for a date because it will draw the attention away from you.

Of course do not overlook your hygiene. Pay attention to your footwear, have your shoes polished to make them look clean and wear the appropriate socks. Put attention to your hair, your fingernails and nose hairs. If ever you end up wearing the wrong outfit on your date, relax and just be yourself and enjoy the moment with your date.

Where to go on your first date?

Most people choose to spend their first dates on places where they can dine or sit opposite each other to talk and know each other better but the problem with this setting is that the date may become more of an interview than a date. Meeting for the first time on this kind of setting can be too formal and you both may find it difficult to come up with subjects to talk about that may lead to long silence or awkwardness.

To have a more enjoyable first date, it is best to include enjoyable activities that you can do together like attending a cooking class, painting class, country fair, bowling, biking, ice skating, karaoke, etc. or visit places where there are many things that you both can look at and talk about like museums, zoos, theme parks, underground aquariums, botanical gardens etc. A walk in the mall or shopping for small things is also a good way to spend your first date and get to know each other better. Talking while doing things together is not only enjoyable but it creates new experiences and memories. As much as possible avoid concerts, plays and movies on your first date. Dates should allow you to talk, interact and connect with each other and it is hard to accomplish that if the environment is too noisy or you are both busy watching a movie or a play.

Planning for a more enjoyable first date is not as hard as you think. Do you want to attract women like magnet? Visit Become A Woman Magnet.

To know more about love and relationships visit The Best Love Guide

Gerry Restrivera writes informative articles on various subjects including Tips for a More Enjoyable First Date- What Men Should Know. You are allowed to publish this article in its entirety provided that author’s name, bio and website links must remain intact and included with every reproduction.

Article Source: http://EzineArticles.com/expert/Gerry_Restrivera/70435

 

The History & Origin of Dates

In the distant arid desert grows a wholesome fruit on date palms that nourishes everyone from the toughest athletes to the most delicate infants. Whether you fancy Sukkari, Saggae, Ajwa or Medjool, the variety of dates is as vast and diversified as the ocean. With over 500 kinds of dates, Sukkari is our most prized possession when we seek moist, sweet and caramel-like flavour, whereas Ajwa is the go to for its medicinal healing. Saggae dates are a recent addition for those who prefer a less sweet date than the Sukkari date, and for those who love a fibrous, dense yet moist date.

The origin of dates is unknown due to ancient cultivation but they are believed to have been cultivated in the Middle East region from around 6000 B.C. Fossil records show that the date palm has existed for at least 50 million years.

Since their discovery, dates have widely spread in many regions and were spread by Arabs to Spain, Italy, South West Asia and North Africa. Then they were further spread by Spaniards to Mexico and California.

The Date Palm

The date palm has separate male and female plants. Only fifty percent of seedlings will be female that are grown from seed but because they grow from seed their seedling plants are often of lower quality. Most industrial plantations use cuttings of heavily cropping cultivars. Medjool is the main cultivar that produces particularly high yields of large, sweet fruit. Plants grown from cuttings will fruit 2 to 3 years earlier than seedling plants.

The date palm productive life is limited to the years when the tree is smaller and the fruit is easier to harvest. Although the date palm is capable of living up to 100 years or more and can reach height between 15-30 metres. Their crown of green leaves grow between 3 to 6 metres in length.

The Date Pollination Method

In a natural setting, dates are pollinated by wind. However, in the commercial orchards they are pollinated manually. Natural pollination occurs with about an equal number of male and female plants. On the other hand, one male can pollinate up to 100 females. The male date palm is valued as a pollinator, this allows the farmers to use their resources for many more fruit producing female plants. Some farmers do not even maintain any male plants as male flowers become available at local markets at pollination time. Manual pollination is carried out by skilled labourers using ladders, or in some areas such as Iraq or Saudi Arabia they climb the tree using a special climbing tool that wraps around the tree trunk and the farmers back to keep him attached to the trunk while climbing. Less often, the pollen may be blown onto the female flowers by a wind machine.

The Date Seed & How Dates Grow

Dates contain a single seed about 2-2.5 cm long and 6-8 mm thick. The type of fruit depends on the glucose, fructose and sucrose content. The seed of Sukkari is much larger than the seed of Saggae or Ajwa.

Dates grow in large clusters that develop beneath the leaves and can weigh as much as 40 pounds. Large trees will yield more than a 1,000 dates each year, although they do not all ripen at the same time so several harvests are required. In order to get fruit of marketable quality, the bunches of dates must be thinned and bagged or covered before ripening so that the remaining fruits grow larger and are protected from weather and pests such as birds.

The Stages of Date Ripening

Dates, as well as having different colours, tastes and textures throughout their ripening stages, they also have different names in Arabic for each stage.

Stages Weeks English Arabic Description

First Stage 1 week – Hababook – The dates are small round and light green with horizontal stripes.

Second Stage 5-17 weeks – Green Date Kimri – The dates become oval, greener and are bitter.

Third Stage 19-25 weeks – Red/Yellow Date Khalal – The next stage is the early ripening stage where the dates are yellow or red, have grown to their full size and taste crunchy but dry with a slight sweet taste.

This is where you would get a barhi date with a crunchy outer shell.

Fourth Stage 20-28 weeks – Wet Date Rutub – This stage the date is ripe, soft and moist. At this stage you are enjoying the delightful sukkari dates.

Final Stage 29 weeks – Dried Date Tamar – Final stage of ripening. At this stage you will find the saggae, ajwa and medjool date.

The last three stages of ripening are when the dates are picked, fumigated, cleaned, separated, packaged and then sold to the consumer. Barhi dates are the yellow clusters that are often found in grocery stores which are crispy and a bit astringent because they are in the Khalal stage. Once the crispy yellow flesh begins to soften, it sweetens and becomes a Rutub like our famous Sukkari Dates. Rutub require refrigeration to prolong this stage, before they transform to their final stage of a dried date. Saggae, although it is a dried date, is very soft and moist in comparison to other dried dates.

For more information on the variety of dates available and best uses, please contact us at info@royaldates.ca or http://www.royaldates.ca

Article Source: http://EzineArticles.com/expert/Nithiyan_T/2293786

 

How To Make A Great Success Of A Blind Date

In many ways blind dating is no different than any other type of dating. The basic elements of dating still exist but you do need to exercise more caution in a blind date. Like any other date you want a blind date to go well so that you can ensure yourself a second date. However, while it is important to exercise caution in all types of dating it’s even more important in blind dating. Another factor unique to blind dating is getting set up with a great date. While this may not always be in your hands there are some ways that you can take some initiative in this area.

Like any date the key to a blind date is setting yourself up for a second date. Arranging a fun date and being interesting to your date are two keys to achieving a second date. In making conversation on a blind date, it is important to take an interest in what your date has to say. Doing this will let them know that you are interested in getting to know them better. Also, try speaking about subjects that you really enjoy. This will make you not only sound more natural but will also make you sound more interesting.

Dressing to impress is also critical to a blind date. In meeting someone for the first time you will want to ensure that you make a good first impression. You don’t always know how much a blind date already knows about you but it doesn’t hurt to show up for the date looking as though you have put a great deal of effort into your appearance. You’re date will appreciate the effort and be flattered by your going out of your way to impress them.

One key factor to blind dating is to exercise caution in meeting your date. Even if you are being set up by a close friend you can’t be positive that they know the person they are setting you up with very well. It’s best to set up an initial meeting in a well lit and populated location. Never agree to meet someone you don’t know at a secluded location. While your blind date may be a wonderful person with no intentions of hurting you, it’s best to exercise caution on a blind date.

Another factor unique to the blind dating situation is getting yourself set up with a great date. You may have several friends that are interested in setting you up with a friend or relative whom they think is just perfect for you but try not to agree to go on a blind date that is set up by someone who doesn’t know you very well. If they don’t know you well, then don’t trust them to choose a date for you. However, if you have a friend who does know you very well, don’t hesitate to drop hints about what you are looking for in a date. Those who know you best are most likely to set you up with a compatible blind date.

Making an honest effort to have a good time on your date is another tip that can lead to a successful blind date. If you go into a blind date with the attitude that things won’t work out, you will most likely unconsciously put a damper on the date. Your date may sense your lack of enthusiasm and in turn won’t be inspired to put an effort into having a good time either.

Another tip for blind dating is to be sure to end the date appropriately. Many people may recommend that when going on a blind date you have a backup plan in place such as having a friend call you shortly after the date starts to give you an excuse to leave if things aren’t going well but doing this just isn’t right. Instead extend your blind date the same common courtesy that you would any other date and be willing to complete the entire date. If neither party is having a good time, it’s acceptable to end the date early and just agree that you weren’t compatible but don’t be too quick to give up on the date. Also, at the conclusion of the date be honest about your feelings towards your date. If things just didn’t work out, don’t be afraid to let them know instead of offering empty promises of future dates. However, if you truly enjoyed your date, let your partner know and take the opportunity to suggest a second date.

Bringing a friend along is another tip for blind dating. This is helpful for a couple of reasons. First if your blind date had any malicious intentions towards you, having a friend along is likely to spoil his plan. Secondly a friend may be able to ease the tension and break the ice by getting the conversation started. While the addition of an extra person on a date may seem awkward, having them there can provide emotional spirit and an additional comfort level.

Even if the date is going well, another tip for blind dating is to end the date after 2-3 hours. This is an adequate amount of time for two people to get to know each other on a date and determine whether or not they would be interested in a second date. Blind dates that last longer than this often reach a point where the couple runs out of things to talk about and the date can stagnate leaving a negative feeling at the end of the date. Keeping the date short can help you to end the date on a positive note and will leave you with more to talk about on a second date.

Being yourself is important on any date but it’s critical on a blind date. A blind date deals with someone who does not know you so it’s important to give them a true sense of yourself on your date. You may get away with pretending to be something you are not on the first date but it may lead to trouble in future dates as your date realizes you were phoney on the first date.

Finally, treat your blind date with the same courtesy that you would any other date. You may not know the person you are dating but it is important to arrive on time, be polite and put an honest effort into the date. Your blind date is just as deserving of these courtesies as any other person you have dated. A blind date is no excuse to let your manners lapse and mistreat your date.

For the most part blind dating does not differ from any other dating situation. However, there are a few things unique to blind dating of which you should be aware. Most importantly it is critical that you not put yourself in danger by agreeing to meet a blind date in a secluded location. Another unique aspect of the blind date is that you are often set up by a friend or family member so you have the opportunity to learn what they think would be a suitable match for you. Beyond the specifics related to blind dating, the rules of regular dating still hold true. If you are polite, genuine, fun and interested in your date you will be likely to score a second date.

For more great information on Dating check out Paul’s sites at Gay Dating [http://www.gay-dating-sites.co.uk]

Article Source: http://EzineArticles.com/expert/Paul_Duxbury/73045

 

Importance Of Appointed Date & Effective Date in Restructuring

Introduction:

In the case of merger and demerger, two dates are crucial, the “Appointed Date” and secondly the “Effective Date”. Corporate managers spend a lot of time to plan the exact timing of these dates. ‘Appointed Date’ is normally arranged to secure the interests & objects of the respective companies. And ‘Effective Date’ is finalized by High Court depends on upon filing of a final order of High Court with Registrar of Companies.

Importance of ‘Appointed Date’ & ‘Effective Date’:

Any scheme of compromise or arrangement should identify a date in the scheme itself as ‘Appointed Date’. This ‘appointed date’ is crucial for arriving at values of assets and liabilities appearing in the books of Accounts both for the purpose of the transfer to the Transferee company and also for arriving at the value of shares for the transferor and transferee company viz. exchange ratio. Generally, the first day of a month or the first day of a financial year is identified as the ‘appointed date’, though the Court has the discretion to decide any date as ‘transfer date’.

The ‘Effective Date’ on the other hand is the date on which the transferee company files the order of the High Court sanctioning the scheme with the Registrar of Companies for registration and when the order has so filed the amalgamation or arrangement becomes effective or having come into force from the ‘Appointed date’. The effective date is subsequent date and the company 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 identify and quantify the assets and liabilities which are sought to be transferred to the transferee company under merger or demerger. This identification & quantification of assets and liabilities should be done as on Appointed Date.

The details of such assets & liabilities may be annexed as a schedule to the scheme. This identification gives certainty to the scheme, as members of both the companies get 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 appointed date. Normally such changes do not affect the sanction of 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:
Normally the Transferee Company should, upon the Scheme coming into effect on effective date record the assets and liabilities of the Transferor Company vested in it pursuant to the Scheme, at the fair values thereof at the close of business of the day immediately preceding the Appointed Date.

4. Increase in share capital & Appointed Date:
The shares are allotted only after the scheme is sanctioned by the court and not before. Further, the increase of authorised share capital is always upon sanctioning of the scheme. Hence any objection to the scheme on the ground that on appointed date the share capital of the Transferee Company was not sufficient to give effect to the scheme cannot be sustained.

5. Nature of Business:
From the Appointed Date and till the Effective Date transferor company should act as a trustee of a transferee company.

The Transferor Companies should carry on all their respective business and activities and should be deemed to have held or stood possessed of and should hold and stand possessed all the said Assets for and on account of and in trust for the Transferee Company.

All the profits or income accruing or arising to the Transferor Companies or expenditure or losses arising or incurred by the Transferor Companies should for all purposes be treated and accrued as the profits and income or expenditure or losses of the Transferee Company, as the case may be.

The Transferor Companies should carry on their respective business activities with reasonable diligence, business prudence and should not alienate, charge, mortgage, encumber or otherwise deal with the said assets or any part thereof except in the ordinary course of business or pursuant to any pre-existing obligation undertaken by the Transferor Companies prior to the Appointed Date except with prior written consent of the Transferee Company.

The Transferor Companies should not, without prior written consent of the Transferee Company, undertake any new business.

The Transferor Companies should not, without prior written consent of the Transferee Company, take any major policy decisions in respect of the management of the Company and for the business of the Company and should not change their present capital structure.

6. Employee Transfer:
Normally in any merger/amalgamation, all employees of the Transferor Company in service on the Effective Date could become employees of the Transferee Company on such date without any break or interruption in service and on terms and conditions not less favorable than those subsisting with reference to the Transferor Company as on the effective date. The main object of transfer of any undertaking under the scheme is to see the continuance of business, at that undertaking, under the control of Transferee Company. So the transferor company should arrange to maintain the cadre and number in service on the effective date who are willing to get transferred to the transferee company

7. Declaration of Dividend: Transferee Company
Dividend declared by the transferee company, after the Appointed Date, is payable to members of the transferor company also. And this does not violate the provisions of section 205 of Companies Act, 1956. While it is true that unless court sanctions the scheme, it would not become effective, but once the court accords its sanction, it would become effective from the Appointed Date. So the shareholders of Transferor Company become shareholders of Transferee Company from ‘Appointed Date’ itself. Hence they are entitled to any dividend declared by Transferee Company after ‘Appointed Date’.

Record Date:

As this is a sensitive issue to the shareholders, any ambiguity in this regard could be avoided by providing a clause in the Scheme stating that the transferor company’s shareholders should be entitled to such dividend, rights and other benefits as and from ‘Record Date’ to be fixed by the Board of transferee company upon scheme becoming effective as per the court sanction..

8. Dividend, Profit And Bonus/Rights Shares: Transferor Company
The Transferor Company should not without the prior written consent of the Transferee Company declare any dividend, whether interim or final, for the financial year ending on or after the Appointed Date and subsequent financial years.

The Transferor Company should not issue or allot any Bonus Shares or Right Bonus Shares out of it’s Authorised or unissued Share Capital on or after the Appointed Date.

Normally, the profits of the Transferor Company from the appointed date should belong to and be the profits of the Transferee Company and will be available to the Transferee Company for being disposed of in any manner as it thinks fit.

The Transferor Company should not, except with the written consent of the Board of Directors of the Transferee Company, alter its paid up capital structure by making a preferential allotment of shares or otherwise, once the Scheme is approved by the Board of Directors of the Transferee Company.

9. Tax Liability:
The basic principle behind deciding cut-off dates for direct or indirect tax liability can be explained as under,

For day to day activities, the liability shifts only upon effective date and for any other activity such as annual assessment etc., the cut-off date will be appointed date.

10. Indirect Tax Implications:
Indirect taxes are generally levied upon activities like services, manufacturing/production of goods, a sale of goods etc. After the ‘appointed date’; though these activities are concerned with ‘transferred undertaking’, their ultimate effect on financial position will normally be shown in the books of account of Transferee Company only after the effective date. So for an indirect taxes cut-off date is ‘Effective date’. Till effective date, Transferor Company is liable to pay the indirect taxes if any.

Sales Tax Deferral Scheme:

Where the transferor company which was enjoying a deferral scheme, transferred as a unit the whole business without obtaining prior permission from the prescribed authority, the transferee is not entitled to continuation of deferral. As such deferral schemes are created for specific areas or for specific industries with certain pre-conditions so it is necessary that prior approval from the concerned authority may be obtained. Further for a continuance of such deferral scheme the transferee company should fulfill all the requirements for such continuance.

1. Excise Duty:
On amalgamation, on effective date Transferee Company takes over the manufacturing activity of Transferor Company and therefore, the transferor company has to surrender its registration under Excise Rules. Further Transferee Company is required to apply and obtain fresh registration of the premises for carrying on manufacturing activity. On sanction of a scheme, any credit on inputs availed by the transferee company on or after Appointed Date, which may be either lying in stock or may be contained in the work in progress. On sanction of a scheme, such credit is also to be transferred to the transferee company. Such transfer of credit is allowed only if the stock of inputs or work in progress is also transferred along with the factory to the new site or new ownership. The basic condition is that the manufacturing unit remains intact and continues to manufacture the same goods with the very same inputs.

2. Liability for evasion of Excise Duty:
Normally the liability for penalties would remain the liability of those who committed the offense as a manufacturer and cannot be transferred in law to a successor. So any liability for evasion of Excise Duty after Appointed Date and till Effective Date should be discharged by the manufacturer under the control of Transferor Company.

3. Re- assessment and refilling of assessment:
During the intervening period from Appointed Date to Effective Date, both transferor & transferee company would have filed various declarations for prices and classifications, assessment of tax liabilities, claimed exemptions and so on as independent entities. These declarations may not remain so on scheme becoming effective. The Supreme Court in the case of Marshall Sons & Co. (India) Ltd. vs. ITO (1997 [223] ITR 809) has held that the date of amalgamation/transfer is the date specified in the scheme or the date specified by the Courts. Therefore, as soon as the formalities are completed, the transfer becomes effective and related back to the date of transfer specified by the parties/court. A logical corollary of this is that the activities of both the entities would be clubbed effective from that date and as a result, there may be a change in facts. Hence these earlier declarations would have to be re-determined.

Though it is not legally binding on the companies, the concerned departments should be informed about such proposed Arrangement or Amalgamation well in advance. In the event of omission of such notice of amalgamation, the department may allege the company for suppression of facts with an intention to evade duty and invoke extended period of five years for assessment.

4. Income Tax Issues:
Quite often on the basis of the ‘appointed date’ the rights and liabilities of the transferor and transferee are segregated. This date is the date on which the merger takes place for the purposes of the Income Tax Act. So while computing assessment of Income Tax cut-off date is ‘appointed date’. So till effective date ‘TDS’ is the responsibility of Transferor Company.

The decision in Union of India v. Ambalal Sarabhai (55 Comp. Cas. 623) clearly illustrates the significance of the ‘appointed date’ of the merger. In this case, the appointed date in the original scheme of amalgamation of two companies was July 1, 1981. Under the modified scheme the appointed date was shifted to April 1, 1980, which was also the first day of the accounting year of the transferor company. The IT department objected to the scheme on the ground that by shifting the date the transferee company was seeking to set-off, by circumventing the provisions of S.72A, the losses of the transferor company for the accounting year 1980-81 against the profits of the transferee company. The High Court, dismissing the objections of the Income Tax department, held that, “It is true that incidentally as a result of shifting the date, the transferee company will get the advantage of setting off the loss but that could hardly be considered good or sufficient ground for refusing to sanction the modified scheme. When the transferee company is taking over liabilities along with the assets of the transferor company there is nothing if the transferee company evolves a scheme so as to take as much advantage as possible as may be permissible according to law.”

So the companies should consider their objectives from the scheme and then decide the actual date on which the merger should take effect.

5. Stamp Duty Assessment:
As in other cases of conveyance, the duty is levied on the basis of true market value on the date of execution of the instrument. But in the cases of merger/amalgamation of listed company stamp duty is levied with reference to the market value of shares on appointed date. For unlisted companies, it may be either appointed date as mentioned in the scheme or date of an order of high court or date of registration of the order.

Though market value as on appointed date is to be referred for assessment of duty, the companies may rely on the Supreme Court’s judgment in Marshall case and may ask for the values as on date of valuation which may be much after appointed date. The companies may also argue and refer to the effective date to claim more depreciation especially in the market value of the immovable properties.

The companies should adopt the appropriate date which will give a more beneficial assessment of duty.

Conclusion:

The companies are free to decide any ‘Appointed Date’ for their schemes. As this ‘appointed date’ acts as a cut-off date for many aspects of merger/demerger, more emphasis should be given on this before finalizing any scheme. So any error in finalizing ‘Appointed Date’ may affect adversely to the interests of Company and its shareholders. At the same time judicious selection of ‘Appointed Date’ may create more value by minimizing Tax liability, resolving employee’s issues and bringing certainty towards the asset-liability structure of transferee company after the merger/demerger. It also helps to observe selective pick & drop option for any distribution of dividend or bonus shares to the shareholders. So from this, we may conclude that ‘Appointed Date’ if selected wisely may ensure successful M & A, at the same time any error in selecting appropriate ‘Appointed Date’ may ruin an otherwise sound merger deal.

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