TaxTMI 
TaxTMI 
Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
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.... the Act or under the Insolvency and Bankruptcy 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 applicatio....
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.... the procedure as specified in rule 20 of Companies (Management and Administration) 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 liquida....
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....ch the scheme was approved by the board of directors including the name of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate 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)  ....
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....egulatory or any other governmental authorities required, received or pending for the proposed scheme of compromise or arrangement. (xi) a statement to the effect that the persons to whom the notice is sent may vote in the meeting either in person or by proxies, or where applicable, by voting through electronic means. Explanation- For the purposes of 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 th....
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.... six months old, as per provisional financial statement not preceding the date of application by more than six months. 10. Proxies:- (1) Voting by proxy shall be permitted, provided a proxy in the prescribed form duly signed by the person entitled to attend and vote at the meeting is filed with the company at its registered office not later than 48 hours before the meeting. (2) 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 acce....
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....e applicable, who voted through electronic means, their individual values and the way they voted. 14. Report of the result of the meeting by Chairperson.- The Chairperson of the meeting (or where there are separate meetings, the Chairperson of each meeting) shall, within the time fixed by the Tribunal, or where no time has been fixed, within three days after the conclusion of the meeting, submit a report 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....
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....pplication.- Upon the hearing of the notice of admission given under rule 18 or upon any adjourned hearing thereof, the Tribunal may make such order or give such directions as it may think fit, as to the proceedings to be taken for the purpose of reconstruction or amalgamation, as the case may be, including, where necessary, an inquiry as to the creditors of the transferor company and the securing of the debts and claims or any Of 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 en....
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....tor or persons affected by the scheme shall be in Form No. CAA.9. (2) For the purposes of clause (c) of sub-section (1) of section 233 of the Act the declaration of solvency shall be filed by each of the companies involved in the scheme or merger or amalgamation in Form NO. CAA. 10 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014, before convening the meeting of members and creditors for approval of the 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 sc....
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.... the Act has not been met. 26. Notice to dissenting shareholders for acquiring the shares.- For the purposes of sub-section (1) of section 235 of the Act, the transferee company shall send a notice to the dissenting shareholder(s) or the transferor company, in Form No. CAA.14 at the last intimated address of such shareholder, for acquiring the shares of such dissenting shareholders. 27. Determination of price for purchase of minority shareholding.- For the purposes 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 Boa....
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....trar refusing to register any circular. Rs. 2,000/ - [F.No. 2/31/CAA/2013/-CL-V] Amardeep Singh Bhatia Joint Secretary to the Govt of India ============= Document 1 Annexure A [See Rule 2(1)(c)] 1/ We, Rs. FORM NO. CAA.1 [Pursuant to section 230(2)(c)(i) and rule 4] Creditor's Responsibility Statement ....., the creditors of M/s............ for an amount of .. as on ........ do hereby declare that I / we have read and understood the proposed corporate debt restructuring scheme and am are of the view that it is in my/our best interest to concur with the scheme. I/We further declare 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 me....
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....he case may be) 18 FORM NO. CAA.3 [Pursuant to section 230(5) and rule 8] In the Matter of compromise and / or arrangement of.... NOTICE TO CENTRAL GOVERNMENT, REGULATORY AUTHORITIES To, The Central Government/ The Registrar of Companies/ The Income-Tax Authorities/ [in all cases] The Reserve Bank of India/ The Securities and Exchange Board of India/ The Stock Exchanges of .............../ The Competition Commission of India/ [as may be applicable] Other sectoral regulator or authorities [As required by Tribunal] Notice is hereby given in pursuance of sub-section (5) of section 230 of the Companies Act, 2013, that as directed by the Bench of the National Company Law Tribunal at by an order dated under sub-section (1) of section 230 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 ....
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.... be, (or such persons unanimously) are of the opinion that the compromise or arrangement should be approved and agreed to. The result of the voting upon the said question was as follows: The under-mentioned [here mention the class of creditors or members who attended the meeting] voted in favour of the proposed compromise or 21 arrangement being adopted and carried into effect: Name of creditor Address or member Value of debt (or No. Number of vote of preference or equity shares held The under-mentioned [here mention the class of creditors or members who attended the meeting] voted against the proposed compromise or arrangement being adopted and carried into effect: Name of creditor | Address or member Value of debt (or No. Number of vote of preference or equity shares held Dated this....... Sd/- day of Chairperson .20.......... **If the compromise or arrangement was approved with modifications, 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 ....
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....ted the result of the meeting to this Hon'ble Tribunal. 10. The said meeting was attended by (here set out the number of the class of creditors or members, as the case may be, who attended the meeting either in person or by proxy), and the total value of their [here mention debts, debentures or shares, as the case may be] is Rs[....] [in the case of shares, the total number and value of the shares should be mentioned] representing [... percentage of the total value of debts or debentures or shares ...... of the company. The said compromise or arrangement was read and explained by the said [...], to the meeting and it was resolved unanimously [or by a majority of [...] votes against [...] votes] as follows:-[Here set out the resolution as passed]. 11. The sanctioning of the compromise or arrangement will be for the benefit of the company. 12. Notice of this petition need not be served on any person. The petitioner therefore prays: (1) That the said compromise or arrangement may be sanctioned by the Tribunal as to be binding on all the [here set out the class of creditors or members of the company on whom the compromise or ....
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....rson or by proxy or through postal ballot or through electronic means). This Tribunal do hereby sanction the compromise or arrangement set forth in para...of the petition herein and in the schedule hereto. and doth hereby declare the same to be binding on... (here enter the class of creditors or members on whom it is to be binding) of the above named company and also on the said company (and its liquidator'). And this Tribunal do further order:- 26 [Here enter any directions given or modifications made by the Tribunal regarding the carrying out of the compromise or arrangement.] That the parties to the compromise or arrangement or other persons interested shall be at liberty to apply to this Tribunal for any directions that may be necessary in regard to the working of the compromise or arrangement, and That the said company [or the liquidator of the said company] do file with the Registrar of Companies a certified copy of this order within thirty days of the receipt of the order. SCHEDULE Scheme of compromise or arrangement as sanctioned by the Tribunal Dated this....... day of.. ..........20.... (By the Tribunal) ....
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....y and the files relating to the said two companies shall be consolidated accordingly; and (6) That any person interested shall be at liberty to apply to the Tribunal in the above matter for any directions that may be necessary. Schedule First Part (Insert a short description of the freehold property of the transferor company) Second Part (Insert a short description of the leasehold property of the transferor company) Third Part (Insert a short description of all stocks, shares, debentures and other charges in action of the transferor company) Dated (By the Tribunal) Registrar Where the Tribunal directs that the transferor company should be dissolved from any other date, the clause should be altered accordingly. 29 29 FORM NO. CAA.8 [Pursuant to section 232(7) and rule 21] In the Matter of compromise and / or arrangement of Statement to be filed with Registrar of Companies 1. (a) Corporate identity number (CIN) of company: (b) Global location number (GLN) of company: 2. (a) Name of the company: (b) Address of the registered office of the company: (c) E-mail ID of the company: 3. Date of B....
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....t to section 233(1)(c) and rule 25(2)] Declaration of solvency 1. (a) Corporate identity number (CIN) of company: (b) Global location number (GLN) of company: 2. (a) Name of the company: (b) Address of the registered office of the company: (c) E-mail ID of the company: 3.(a) Whether the company is listed: ☠Yes ☠No (b) If listed, please specify the name(s) of the stock exchange(s) where listed: 4. Date of Board of Directors' resolution approving the scheme Declaration of solvency We, the directors of M/s ........... do solemnly affirm and declare that we have made a full enquiry into the affairs of the company and have formed the opinion that the company is capable of meeting its liabilities as and when they fall due and that the company will not be rendered insolvent within a period of one year from the date of making this declaration. We append an audited statement of company's assets and liabilities as at being the latest date of making this declaration. We further declare that the company's audited annual accounts including the Balance Sheet have been filed upto date with the Registrar o....
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....s Place: Date: (1) Signature Name Managing Director (2) Signature Name Director (3) Signature Name Director 36 FORM NO.CAA.11 [Pursuant to section 233(2) and rule 25(4)] Notice of approval of the scheme of merger (To be filed by the transferee company to the Central Government, Registrar and the Official Liquidator) 1.(a) Corporate Identity Number (CIN): (b) Global Location Number GLN) : 2. (a) Name of the transferee company: (b) Registered office address: (c) E-mail id: 3. Whether the transferor and transferee are: Small companies Holding and wholly owned subsidiaries 4. Details of transferor (a) Corporate Identity Number (CIN): (b) Global Location Number GLN) : Name of the company: Registered office address: E-mail id: 5. Brief particulars of compromise or arrangement involving merger: 6. Details of approval of the scheme of merger by the transferee company: (a) Approval by members (i) Date of dispatch of notice to members: (ii) Date of the General meeting: (iii) Date of approval of scheme in the General meeting: (iv) Approved by majority of: (members or class of m....
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....rsuant to the provisions of section 233, the scheme of compromise, arrangement ..(transferor or merger company) of M/s with M/s.......... (transferee company) approved by their respective members and creditors as required under section 233(1)(b) and (d), is hereby confirmed and the scheme shall be effective from the day of ...............20... A copy of the approved scheme is attached to this order. Date Place 40 40 Signature with seal FORM NO.CAA.13 [Pursuant to section 233(5) and rule 25(6)] Application by the Central Government to the Tribunal [HEADING AS IN FORM NCLT. 4] (Name and address of the applicant) State the name and address of the persons who should be given opportunity of being heard in disposing of this reference. (Note: Please enclose as many additional copies of the reference application as there are persons as above named.) On the basis of the information available from the documents annexed hereto- 1. The applicant hereby makes reference to the National Company Law Tribunal, , Bench, under section Companies Act, 2013 2. The applicant states as follow: (H....
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....mpany Private company OPC 4. (a) Whether the shares of the company are listed on a recognized stock exchange: ☠Yes □ No (b) If yes, name of the stock exchanges where shares are listed: 5.Main objects/ principal business of the company: 6.Capital structure of the company: Authorized share capital: Issued share capital: Subscribed share capital: Paid up share capital: 7.Debt structure of the company: 8.Details of the promoters, key managerial personnel, directors of the company: 9.Material interest and effect of the scheme on such interest of: (i) Key Managerial Personnel 43 (ii) (iii) (iv) (v) (vi) Promoters Directors Debenture trustees Deposit trustees Auditors 10.(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.)- (b) Extent of shareholding of directors, Key Managerial Personnel, promoters, managers, managing director in the transferor compa....