TaxTMI 
TaxTMI 
TaxTMI 
Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
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....ankruptcy Code, 2016 (31 of 2016); (2) All other words and expressions used in these rules but not defined herein, and defined in the Act or in the Companies (Specification of Definitions Details) Rules, 2014 or in the National Company Law Tribunal Rules, 2016, shall have the same meanings respectively assigned to them in the Act or in the said rules. 3. Application for order of a meeting. - (1) An application under sub-section (1) of section 230 of the Act may be submitted in Form no. NCLT-1 (appended in the National Company Law Tribunal Rules, 2016) along with:- (i) a notice or admission in Form No. NCLT-2 (appended in the National Company Law Tribunal Rules, 2016); (ii) an affidavit in Form No. NCLT-6 (appended in the National Company Law Tribunal Rules, 2016); (iii) a copy of scheme of compromise or arrangement, which should include disclosures as per sub-section (2) of section 230 of the Act; and (iv) fee as prescribed in the Schedule of Fees. (2) Where more than one company is involved in a scheme in relation to which an application under sub-rule (1) is being filed, such application may, at the discretion of such companies, be filed....
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....nistration) Rules, 2014. (e) determining the values of the creditors or the members, or the creditors or members of any class, as the case may be, whose meetings have to be held; (f) notice to be given of the meeting Or meetings and the advertisement of such notice; (g) notice to be given to sectoral regulators or authorities as required under sub-section (5) of section 230; (h) the time within which the chairperson of the meeting is required to report the result of the meeting to the Tribunal; and (i) such other matters as the Tribunal may deem necessary. 6. Notice of meeting. - (1) Where a meeting of any class or classes of creditors or members has been directed to be convened, the notice of the meeting pursuant to the order of the Tribunal to be given in the manner provided in sub-section (3) of section 230 of the Act shall be in Form No. CAA.2 and shall be sent individually to each of the creditors or members. (2) The notice shall be sent by the Chairperson appointed for the meeting, or, if the Tribunal so directs, by the company (or its liquidator), or any other person as the Tribunal may direct, by registered post or speed post....
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....icipate on such resolution; (v) explanatory statement disclosing details Of the scheme of compromise or arrangement including:- (a) parties involved in such compromise or arrangement; (b) in case of amalgamation or merger, appointed date, effective date, share exchange ratio (if applicable) and other considerations, if any ; (c) summary of valuation report (if applicable) including basis of valuation and fairness opinion of the registered valuer, if any, and the declaration that the valuation report is available for inspection at the registered office of the company; (d) details of capital or debt restructuring, if any; (e) rationale for the compromise or arrangement; (f) benefits of the compromise or arrangement as perceived by the Board of directors to the company, members, creditors and others (as applicable) ; (g) amount due to unsecured creditors. (vi) disclosure about the effect of the compromise or arrangement on: (a) key managerial personnel; (b) directors; (c) promoters; (d) non-promoter members; (e) depositors; (f) creditors; (g) deben....
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....this rule, disclosure required to be made by a company shall be made in respect of all the companies, which are part of the compromise or arrangement. 7. Advertisement of the notice of the meeting.- The notice of the meeting under sub-section (3) of Section 230 of the Act shall be advertised in Form NO. CAA.2 in at least One English newspaper and in at least one vernacular newspaper having wide circulation in the State in which the registered office of the company is situated, or such newspapers as may be directed by the Tribunal and shall also be placed, not less than thirty days before the date fixed for the meeting, on the website of the company (if any) and in case of listed companies also on the website of the SEBI and the recognized stock exchange where the securities of the company are listed: Provided that where separate meetings of classes of creditors or members are to be held, a joint advertisement for such meetings may be given. 8. Notice to statutory authorities.- (1) For the purposes of sub-section (5) of section 230 of the Act, the notice shall be in Form No. CAA.3, and shall be accompanied with a copy of the scheme of compromise or arrangement, the ex....
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....Where a body corporate which is a member Or creditor (including holder of debentures) of a company authorises any person to act as its representative at the meeting, of the members or creditors of the company, or of any class of them, as the case may be, a copy of the resolution of the Board of Directors or other governing body of such body corporate authorising such person to act as its representative at the meeting, and certified to be a true copy by a director, the manager, the secretary, or other authorised officer of such body corporate shall be lodged with the company at its registered office not later than 48 hours before the meeting. (3) No person shall be appointed as a proxy who is a minor. (4) The proxy of a member or creditor blind or incapable of writing may be accepted if such member or creditor has attached his signature or mark thereto in the presence of a witness who shall add to his signature his description and address : provided that all insertions in the proxy are in the handwriting or the witness and such witness shall have certified at the foot of the proxy that all such insertions have been made by him at the request and in the presence of the ....
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....eport to the Tribunal on the result of the meeting in Form No. CAA.4. 15. Petition for confirming compromise or arrangement. - (1) Where the proposed compromise or arrangement is agreed to by the members or creditors or both as the case may be, with or without modification, the company (or its liquidator), shall, within seven days of the filing of the report by the Chairperson, present a petition to the Tribunal in Form NO. CAA.5 for sanction of the scheme of compromise or arrangement, (2) Where a compromise or arrangement is proposed for the purposes of or in connection with scheme for the reconstruction of any company or companies, or for the amalgamation of any two or more companies, the petition shall pray for appropriate orders and directions under section 230 read with section 232 of the Act. (3) Where the company fails to present the petition for confirmation of the compromise or arrangement as aforesaid, it shall be open to any creditor or member as the case may be, with the leave of the Tribunal, to present the petition and the company shall be liable for the cost thereof. 16. Date and notice of hearing.- (1) The Tribunal shall fix a date for the hear....
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....f the dissenting creditors in such manner as the Tribunal may think just and appropriate. 20. Order under section 232 of the Act. - An order made under section 232 read with section 230 of the Act shall be in Form No.CAA.7 with such variation as the circumstances may require 21. Statement of compliance in mergers and amalgamations.- For the purpose of sub-section (7) of section 232 of the Act, every company in relation to which an order is made under sub-section (3) of section 232 Of the Act shall until the scheme is fully implemented, file with the Registrar of Companies, the statement in Form No. CAA.8 along with such fee as specified in the Companies (Registration Offices and Fees) Rules, 2014 within two hundred and ten days from the end of each financial year. 22. Report on working of compromise or arrangement.- At any time after issuing an order sanctioning the compromise or arrangement, the Tribunal may, cither on its own motion or on the application of any interested person, make an order directing the company or where the company is being wound-up, its liquidator, to submit to the Tribunal within such time as the Tribunal may fix, a report on the workin....
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....scheme, (3) For the purposes of clause (b) and (d) of sub-section (1) of section 233 of the Act, the notice of the meeting to the members and creditors shall be accompanied by - (a) a Statement, as far as applicable, referred to in sub-section (3) of section 230 of the Act read with sub-rule (3) of rule 6 hereof; (b) the declaration of solvency made in pursuance of clause (c) of sub section (1) of section 233 of the Act in Form No. CAA. 10; (c) a copy of the scheme. (4) (a) For the purposes of sub-section (2) or section 233 Of the Act, the transferee company shall, within seven days after the conclusion or the meeting of members or class of members or creditors or class Of creditors, file a copy of the scheme as agreed to by the members and creditors, along with a report of the result of each or the meetings in Form NO. CAA. 11 with the Central Government, along with the fees as provided under the Companies (Registration Offices and Fees) Rules, 2014. (b) Copy of the scheme shall also be filed, along with Form NO. CAA. 11 with - (i) the Registrar of Companies in Form No. GNL-1 along with fees provided under the Companies (Registration Offices and Fees....
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....rposes of sub-section (2) of section 236 of the Act, the registered valuer shall determine the price (hereinafter called as offer price) to be paid by the acquirer, person or group of persons referred to in sub-section (1) Of section 236 of the Act for purchase of equity shares of the minority shareholders of the company, in accordance With the following rules: (1) In the case of a listed company,- (i) the Offer price shall be determined in the manner as may be specified by the Securities and Exchange Board or India under the relevant regulations framed by it, as may be applicable; and (ii) the registered valuer shall also provide a valuation report on the basis Of valuation addressed to the Board of directors of the company giving justification for such valuation. (2) In the case of an unlisted company and a private company, (i) the offer price shall be determined after taking into account the following factors:- (a) the highest price paid by the acquirer, person or group of persons for acquisition during last twelve months; (b) the fair price of shares of the company to be determined by the registered valuer after taking into account valuation parameters ....
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....lare that the debt is owed to me / us by the company or the liability was created by the company in my our favor in good faith and in the ordinary course of business of the company; I/We believe that the scheme does not give me/us any fraudulent preference at the cost of any secured/unsecured Creditors. Date: Place: 16 Signature of creditor/s FORM NO. CAA. 2 [Pursuant to Section 230 (3) and rule 6 and 7)] Company Petition No. of 20..... ........Applicant(s) Notice and Advertisement of notice of the meeting of creditors or members Notice is hereby given that by an order dated the..... 20... the Bench of the National Company Law Tribunal has directed a meeting (or separate meetings) to be held of [here mention 'debenture holders' or 'first debenture holders' or' second debenture holders' or 'unsecured creditors' or 'secured creditors' or 'preference shareholders' or 'equity shareholders' as the case may be whose meeting or meetings have to be held] of the said company for the purpose of considering, and if thought fit, approving with or without modification, the compromise or arrangement proposed to be made between the said company and [here mention the class ....
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.... of the Act, a meeting of the members and/or creditors of (Company's name)....... shall be held on to consider the scheme of compromise and/ or arrangement ...............with... at. of A copy of the notice and scheme of the compromise or arrangement are enclosed. You are hereby informed that representations, if any, in connection with the proposed compromise and / or arrangement may be made to the Tribunal within thirty days from the date of receipt of this notice. Copy of the representation may simultaneously be sent to the concerned company(ies). In case no representation is received within the stated period of thirty 19 days, it shall be presumed that you have no representation to make on the proposed scheme of compromise or arrangement. Dated this day of ....20... Authorized Signatory Place Enclosures i) Copy of notice with statement as required under section 230(3); ii) Copy of scheme of compromise or arrangement 20 20 FORM No. CAA. 4 [Pursuant to rule 13(2) and rule 14 ] Company Petition No of...... of 20..... Applicant(s) _ Report of result of meeting by Chairperson: I, the person appointed by this Hon'ble Tribunal to act as chairperson of t....
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....difications, it should be so stated and the modifications made should be set out, and also the particulars of the voting on the modifications. 22 FORM NO. CAA.5 [Pursuant to section 230 and rule 15(1)] [HEADING AS IN FORM NCLT. 4] Petition to sanction compromise or arrangement Ltd, (*in liquidation by its liquidator) the The petition of petitioner above named is as follows:- 1. The object of this petition is to obtain sanction of Tribunal to a compromise or arrangement whereby (here set out the nature of the compromise or arrangement). 2. The company was Act........... incorporated under the [...] ........ with a nominal capital of Rs [...]divided into shares of Rs[...] each of which [...] shares were issued and Rs[...] was paid up on each share issued. 3. The objects for which the company was formed are as set forth in the company's Memorandum of Association. They are: (Set out the principal objects). 4. [Here set out the nature of the business carried on by the company, its financial position and the circumstances that necessitated the compromise or arrangement and the benefits sought to be achieved by the compromise or arrangement and its effect]. 5. ....
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....ere set out the class of creditors or members of the company on whom the compromise or arrangement is to be binding] of the said company and on the said 24 company. (2) Or such other order may be made in the premises as to the Tribunal shall deem fit. Verification etc. Petitioner [Note: (1) The affidavit in support should verify the petition and prove any matters not proved in any prior affidavit, such as advertisement, holding of meetings, posting of notices, copies of compromise or arrangement and proxies etc., and should exhibit the report of the chairperson and verify the same.] Note: (2) If the company is being wound-up, say so. Note: (3) If any modifications were made in the compromise or arrangement, at the meeting, they should be set out in separate paragraph. To be inserted where the company is being wound-up. 25 FORM NO. CAA.6 [Pursuant to section 230(7) and sub-rule (3) of rule 17] [HEADING AS IN FORM NCLT. 4] Order on petition The above petition coming on for hearing on ... upon reading the said petition, the order dated..... whereby the 'said company (or, liquidator of the said company), was ordered to convene a meeting (or separate meeting)....
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....d-up. Where the compromise or arrangement has been approved with the modifications, it should be so stated 27 FORM NO. CAA.7 [Pursuant to section 232 and rule 20] [HEADING AS IN FORM NCLT. 4] Order under section 232 Upon the above petition [and application'] coming on for further hearing on upon reading etc., and upon hearing etc. THIS TRIBUNAL DO ORDER (1) That all the property, rights and powers of the transferor company specified in the first, second and third parts of the Schedule hereto and all other property, rights and powers of the transferor company be transferred without further act or deed to the transferee company and accordingly the same shall pursuant to section 232 of the Act, be transferred to and vested in the transferee company for all the estate and interest of the transferor company therein but subject nevertheless to all charges now affecting the same [other than(here set out any charges which by virtue of the compromise or arrangement are to cease to have effect)]; and (2) That all the liabilities and duties of the transferor company be transferred without further act or deed to the transferee company and accordingly the same shall pursu....
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....under the Order with status Declaration of compliance of scheme as per the Order of the Tribunal I, the Director Company Secretary of do solemnly affirm and declare that we are in compliance with the Order of the Tribunal dated A copy of the scheme of the compromise or arrangement is enclosed. Director/Company Secretary Chartered Accountant in practice / Cost Accountant in practice / Company Secretary in practice 30 30 Date: Place: Attachments:- 1) Scheme of Compromise or Arrangement. 2) Details of Compliance of the Scheme 3) Other Attachments, if any 31 FORM NO. CAA.9 [Pursuant to section 233(1)(a) and rule 25(1)] Notice of the scheme inviting objections or suggestions Notice is hereby given by M/s [...] (transferor transferee company) that a scheme of merger or amalgamation is proposed to be entered with M/s [...] (transferor transferee company) and in pursuance of sub-section (1)(a) of Section 233 of the Companies Act, 2013, objections or suggestions are invited in respect of the scheme. A copy of the scheme of merger or amalgamation is enclosed. Objections or suggestions are invited from - (i) the Registrar (mention the details of the Registrar of th....
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....d having noted that the scheme of merger or amalgamation between ...... ..... and is proposed to be placed before the shareholders and creditors of the company for approval as per the provisions of sub-section of (1) of section 233 of the Companies Act, 2013, we make this solemn declaration believing the same to be true. Verified this day the........ day of ........... (1) Signature Name 20...... Managing Director (2) Signature Name Director (3) Signature Name Director Solemnly affirmed and declared at .. the of 20... before me. Commissioner of Oaths and Notary Public Attachments: a) Copy of board resolution b) Statement of assets and liabilities 34 day c) Auditor's report on the statement of assets and liabilities ANNEXURE Statement of assets and liabilities as at Name of the company Assets Book Estimated Value Realisable value 1.Balance at Bank 2.Cash in hand 3. Marketable securities 4. Bills receivables 5.Trade debtors 6. Loans & advances 7.Unpaid calls 8.Stock-in-trade 9. Work in progress 10. Freehold property 11. Leasehold property 12. Plant and machinery 13. Furniture, fittings, utensils, etc. 14. Patents, trademarks, etc. 15....
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....ercent of the total number of shares) (b) Approval by creditors (i) Date of dispatch of notice to creditors: (ii) Date of the meeting of creditors: (iii) Date of approval of scheme in such meeting: (iv) Approved by majority of: (at least nine tenths in value of creditor) I that- (i) (ii) (iii) (iv) 33 (v) Declaration .the director of the transferee company hereby declares Notice of the scheme as required under section 233(1)(a) was duly sent to the Registrars and Official Liquidators of the place where the registered office of the transferor and transferee companies are situated and to all other persons who are likely to be affected by the scheme and a copy of the same has been attached herewith; the objections to the scheme have been duly taken care of to the satisfaction of the respective persons; the scheme has been approved by the members and creditors of the transferee and transferor company by the requisite majority in accordance with section 233(1)(b) and (d) respectively; all the requirements under section 233 of the Act and the rules made there have been complied with; and to the best of my knowledge and belief the information given in this....
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....the said shares (other than shares already held at the date of the offer by the transferee company either by itself or by its nominees or subsidiaries). In pursuance of the provisions of sub-section (1) of section 235 of the Companies Act 2013, notice is further given that the transferee company is desirous of acquiring shares held by you in the transferor company being the price paid to the approving at a price of Rs...... shareholders. Take further note that if you are not in favour of such acquisition of your shares by the transferee company, then you may apply to the Tribunal within one month hereof. Unless an application is made by you as aforesaid or unless on such application the Tribunal orders otherwise, the transferee company will be entitled and bound to acquire the aforesaid shares held by you in the transferor company on the terms of the above mentioned offer. Date: Place: 42 Signature (On behalf of transferee company) FORM NO.CAA.15 [Pursuant to section 238(1)(a) and rule 28] Information to be furnished along with circular in relation to any scheme or contract involving the transfer of shares or any class of shares in the transferor company to ....
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....any: 20. Material interest and effect of the scheme on such interest of: Key Managerial Personnel. (i) (ii) Promoters (iii) Directors (iv) Debenture trustees (v) Deposit trustees (vi) Auditors 21. (a) Extent of shareholding of directors, Key Managerial Personnel, promoters, managers, managing directors of the transferee company Shareholder's name- Status (whether a director, Key Managerial Personnel, etc.)- Share type- Number of shares - Value per share (Rs.)- 45 (b) Extent of shareholding of directors, Key Managerial Personnel, promoters, managers, managing director in the transferor company Shareholder's name- Status (whether a director, Key Managerial Personnel, etc.)- Share type- Number of shares- Value per share (Rs.)- 22. Any relation that subsists between transferor and transferee company: Details of the scheme 23. Reasons for which the offer has been recommended by director of the transferor company: 24. Form of consideration Total consideration Γ₯ΒΒ£ Cash Other than cash 25. if consideration is other than cash, particulars thereof: 26. if consideration involves the allotment of shares in the transferee company, (a) Share exchange ra....