TaxTMI 
TaxTMI 
TaxTMI 
Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025.
X X X X Extracts X X X X
X X X X Extracts X X X X
....nd official liquidator or persons affected by the scheme shall be in Form No. CAA.9: Provided that in case of a company regulated by a sectoral regulator such as Reserve Bank of India, Securities and Exchange Board, Insurance Regulatory and Development Authority of India or Pension Fund Regulatory and Development Authority, as the case may be, the notice shall be issued to the concerned regulator and to respective stock exchanges, for listed companies, for objections or suggestions within the period specified in clause (a) of sub-section (1) of section 233.". (b) in sub-rule (1A),− (i) in clause (ii), for the words "small company", the words "small company; or" shall be substituted. (ii) after clause (ii), the following clauses shall be inserted, namely:- "(iii) one or more unlisted company, (not being company referred to in section 8 of the Act) with one or more unlisted company, (not being company referred to in section 8 of the Act), where every company involved in the merger,− (a) has, in aggregate, outstanding loans, debentures or deposits not exceeding two hundred crore rupees, and (b) has no default in repayment of loans, debentures or deposits refe....
X X X X Extracts X X X X
X X X X Extracts X X X X
....-1), with the Central Government, along with the fees as provided under the Companies (Registration Offices and Fees) Rules, 2014: Provided that in case of a company referred to in proviso to sub-rule (1), a statement about the manner in which the objections or suggestions, if any, of the sectoral Regulator or the stock exchanges, as the case may be, have been addressed in the scheme shall be attached with the scheme.". (e) after sub-rule (8) the following sub-rule shall be inserted, namely:- "(9) The provisions of this rule shall, mutatis mutandis, apply in respect of a scheme of division or transfer of undertaking of a company referred to in clause (b) of sub-section (1) of section 232 and while passing such order, the Central Government may make provisions of the nature specified in clauses (a) to (j) of sub-section (3) of section 232 to the extent they are applicable.". 3. In the said rules, in Annexure-A, for Forms CAA-9, CAA-10, CAA-11 and CAA-12, the following Forms shall be substituted, namely:- 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 [...] (name of the com....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ted 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 of Companies ....................... Signed for and behalf of the board of directors (1) Signature: ................... Date Name: .................. Place Managing Director, if any (2) Signature: ................... Name: ................... Director (3) Signature: ................... Name: .................... Director Verification We solemnly declare that we have made a full enquiry into the affairs of the company including the assets and liabilities of this company and that having done so and having noted that the scheme of merger or amalgamation or division or transfer 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....
X X X X Extracts X X X X
X X X X Extracts X X X X
....nbsp; Rs. ........................... Estimated surplus after paying debts in full Remarks (1) Signature: ....................... Name: ...................... Managing Director (2) Signature: ...................... Name: ...................... Director (3) Signature: ..................... Name: ..................... Director Place : ............... Date: ............... FORM NO. CAA.10A [Pursuant to section 233 and rule 25 (1A) (iii)] Certificate by the auditor Certified that M/s __________________________________ which is filing a copy of the scheme approved under section 233(1) of the Companies Act, 2013 with the Regional Director______________, Ministry of Corporate Affairs under section 233(2) meets the conditions referred to in Rule 25 (1A) (iii) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The relevant particulars of the company as on __________ are as under:- Particulars Amount Paid-up Share capital Free-reserves Outstanding loans Outstanding debentures Outstanding deposits Sd/- Auditor of M/s ____________________ Name of Auditor____....
X X X X Extracts X X X X
X X X X Extracts X X X X
....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 creditors) Declaration I ....................the director of the transferee/ resultant company hereby declares that- (i) 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 or demerged, transferee or resultant 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; (ii) the objections to the scheme have been duly taken care of to the satisfaction of the respective persons; (iii) the scheme has been approved by the members and creditors of the transferor or demerged, transferee or resultant company by the requisite majority in accordance with section 233(1)(b) and (d) respectively; (iv) the legal proceedings by or against the transferor company as referred to in section 233(9)(c) shall be continued by or against the transferee company; (v) all the requirem....