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COMPROMISE , ARRANGEMENT & AMALGAMATION

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Section 230 to 233 of Companies Act, 2013
Procedure for Scheme of Compromise, Amalgamation and Arrangement.

Also it covers the newly introduced Sec. 233 of Companies Act, 2013 for FAST TRACK MERGER

Publié dans : Droit
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COMPROMISE , ARRANGEMENT & AMALGAMATION

  1. 1. COMPANIES ACT 2013 Oppor
  2. 2. CORPORATE RESTRUCTURING MERGER & AMALGAMATION INTERNAL RECONSTRUCTION DEMERGER TAKEOVER OF UNLISTED COMPANY
  3. 3. CORPORATE RESTRUCTURING Chapter XV : COMPROMISE, ARRANGEMENTS AND AMALGAMATIONS Section 230 Power to Compromise or make arrangement with Creditors and Members Section 233 Fast Track Merger Section 235 Power to acquire shares of shareholders dissenting from Scheme approved by majority Section 236 Purchase of minority shareholding Section 240 Liability of officers in respect of offences prior to merger Companies ( Compromise, Arrangements & Amalgamation) Rules, 2016
  4. 4. CORPORATE RESTRUCTURING Prepare the Scheme of Amalgamation / Arrangement / Compromise
  5. 5. File the Scheme to NCLT Application in NCLT - 1 Notice of Admission NCLT – 2 Affidavit in NCLT – 6 • Copy of Scheme • Disclosure of Material Fact • Latest Financial Statements • Latest Audit Report • Declaration of Pendency of any investigation Hearing of the application at the Tribunal Tribunal directs for the class meeting of Members and Creditors • Fix the Time & Place of meeting • Appoint Chairperson & Scrutinizer • Fix Quorum & Procedure to be followed
  6. 6. NOTICE OF MEETING EXPLAINATORY STATEMENT + COPY OF SCHEME + SUMMARY OF VALUATION REPORT Form CAA 2 Form CAA 3 MEMBERS CREDITORS SECTORIAL REGULATORS / STATUTORY AUTHORITIES ATLEAST 1 MONTH PRIOR TO THE DATE OF MEETING PUBLISH OF ADVERTISEMENT ( ATLEAST 30DAYS BEFORE THE DATE OF MEETING) NEWSPAPER WEBSITE • ENGLISH NATIONAL • VERNACULAR LAGUAGE •COMPANY •SEBI •STOCK EXCHANGES
  7. 7. AFFIDAVIT BY CHAIRPERSON 7 DAYS PRIOR TO THE MEETING
  8. 8. MEMBER MORE THAN 10% SHARES CREDITORS MORE THAN 5 % TOTAL DEBT
  9. 9. REPRESENTATIONS BY STATUTORY AUTHORITIES Within 30 days of Receipt of Notice
  10. 10. CLASS MEETING OF MEMBERS & CREDITORS
  11. 11. WITHIN 3 DAYS AFTER CONCLUSION OF MEEETING CHAIRPERSON SUBMIT REPORT OF RESULT TO NCLT [ Form CAA – 4 ]
  12. 12. WITHIN 7 DAYS AFTER FILING OF REPORT BY CHAIRPERSON COMPANY FILES 2nd MOTION APPLICATION / PETITION TO NCLT ( Form CAA 5 ) TRIBUNAL SHALL FIX THE DATE OF HEARING NOTICE OF HEARNING TO BE PUBLISHED IN NEWSPAPER (ATLEAST 10 DAYS BEFORE THE FINAL HEARING) TRIBUNAL NOTICE TO HEARING TO MEMBERS & CREDITORS who objected the Scheme CG & OTHER AUTHORITIES who made representations
  13. 13. FINAL HEARING AT TRIBUNAL SCHEME IS APPROVED BY NCLT APPEAL to NLCAT within 45 days OBATIN CERTIFIED COPY OF ORDER FILE WITH ROC in FORM CAA 7 for REGISTRATION WITHIN 30 DAYS OF RECIEPT OF ORDER
  14. 14. UNTIL SCHEME IS FULLY IMPLEMENTED WITHIN 210 DAYS FROM THE END OF THE FINANCIAL YEAR FILE STATEMENT OF COMPLIANCE IN MERGER & AMALGAMATION TO ROC IN FORM CAA 8 TO BE CERTIFIED BY CS / CA / CWA in PRACTICE indicating Compliance of Order of Tribunal
  15. 15. Section 233 FAST TRACK MERGER SMALL COMPANY SMALL COMPANY HOLDING COMPANY WHOLLY OWNED SUBSIDIARY COMPANY CENTRAL GOVERNMENT HAVE POWER TO SANCTION A SCHEME NO NEED TO APPROACH NATIONAL COMPANY LAW TRIBUNAL (NCLT)
  16. 16. PREPARE THE SCHEME OF MERGER in consultation with the BOD of Transferor & Transferee Companies NOTICE OF PROPOSED SCHEME IS TO BE SENT TO ROC & OFFICIAL LIQUIDATOR FORM CAA 9 FILE DECLARATION OF SOLVENCY WITH ROC by TRANSFEROR & TRANSFEREE Co. FORM CAA 10 CONVENE MEETING OF MEMBERS AND CREDITORS (if any) 21 CLEAR DAYS NOTICE ALONG WITH EXPLAINATORY STATEMENT & DECLARATION OF SOLVENCY SCHEME IS APPROVED BY MEMBERS PRESENT AT GENERAL MEETING HOLDING ATLEAST 90% OF THE TOTAL NUMBER OF SHARES & CREDITORS REPRESENTING 9/10th IN VALUE
  17. 17. • COPY OF SCHEME AS APPROVED BY MEMBERS AND CREDITORS • REPORT OF THE RESULT OF EACH OF THE MEETINGS TRANSFEREE COMPANY SHALL FILE WITH CG IN FORM CAA 11 COPY OF SCHEME ALONG WITH RELEVANT FORM SHALL ALSO BE FILED WITH ROC & OL WITHIN 7 DAYS FROM THE CONCLUSION OF MEETING ROC & OL PROVIDES NO OBJECTION / SUGGESTION ON THE SCHEME TO CENTRAL GOVERNMENT ROC & OL PROVIDES OBJECTION / SUGGESTION & IF CG IS OF OPINION THAT SCHEME IS NOT IN PUBLIC INTEREST WITHIN 30 DAYS FROM THE RECEIPT OF SCHEME SCHEME IS APPROVED & CG SHALL ISSUE CONFIRMATION ORDER CG MAY FILE AN APPLICATION BEFORE NCLT FOR CONSIDERATION OF SCHEME u/s 232 FILE THE COPY OF ORDER WITH ROC in e-FORM INC 28 WIHTIN 30 DAYS APPLICATION TO NCLT MUST BE FILED WITHIN 60 DAYS OF RECEIPT OF SCHEME
  18. 18. SINGLE WINDOW CLEARANCE CHANGE OF NAME CHANGE OF REGISTERED OFFICE REDUCTION OF SHARE CAPITAL CONVERSION OF PVT. to PUBLIC Co. & Vice versa SANCTION OF SCHEME WITHOUT POWER TO AMALGAMATE IN MOA INCREASE AUTHORIZED CAPITAL CHANGE OF OBJECT CLAUSE
  19. 19. ROLE OF COMPANY SECRETARIES DRAFTING OF SCHEME CERTIFICATION COMPLIANCE OF PROCEDURE VALUATION & SWAP RATIO DUE DILIGENCE REPRESENT AT NCLT SEBI REGULATION COMPLIANCE DECESION MAKING
  20. 20. CS ANAND KANKANI Practicing Company Secretary & Academician

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