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NOTICE INVITING COMMENTS ON THE DRAFT RULES W.R.T. REVIVAL AND REHABILITATION OF SICK COMPANIES RELATED PROVISIONS UNDER THE COMPANIES ACT, 2013

News and Press Release - Dated:- 3-3-2016 - GOVERNMENT OF INDIA Ministry of Corporate Affairs Dated the 02nd March, 2016 National Company Law Tribunal (NCLT) and its Appellate Authority is at an advanced stage of constitution. After its constitution, it is proposed to commence the provisions relating to Revival of sick companies (Chapter XIX) of Companies Act, 2013. The draft Rules for the said provisions have been prepared by a Committee consisting of Ministry officials and Experts drawn from v .....

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r __________________ SL. No Rule / Form No Suggestion Justification Remarks Draft Rules on Revival and Rehabilitation of Sick Companies The Committee has made an endeavor to draft the Rules in accordance with the scheme of the Act which is a creditor - oriented process of revival and rehabilitation. Further, special care has been taken to make rules and forms to provide the relevant disclosures to ensure transparency in the process and strict timelines has also been provided so as to ensure time .....

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lowing rules: 1. Short Title and Commencement.- (1) These Rules may be called the Companies (Revival and Rehabilitation of Sick Companies) Rules, 2016. (2) They shall come into force on the date of their publication in the official gazette. 2. Definitions.- (1) In these rules, unless the context otherwise requires- (a) Act means the Companies Act, 2013. (b) Annexure means Annexures appended to these Rules; (c) Appellate Authority for Industrial and Financial Reconstruction means an Authority as .....

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such breach gives rise to a right to payment, whether or not such right is reduced to judgment, fixed, matured, unmatured, disputed, undisputed, secured or unsecured (f) Creditor means any person to whom a debt is owed; (g) Committee of Creditors means a representative body of creditors appointed in terms of Section 257 of the Act having consultative and other powers as specified under the Act; (h) Debt means a means a liability or obligation in respect of a claim, which is due from any person; .....

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ion, assignment and encumbrance or any other agreement or arrangement securing payment or performance of any obligation of any person: Provided that security interest shall not include a performance guarantee; (M) Sick Company means a company which has failed to pay or to secure or compound the debts owed to the secured creditor referred to in Section 253(1) of the Act within time period as specified therein. PROCEDURE FOR REVIVAL AND REHABILITATION 3. Filing of the applications with Tribunal an .....

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s being provided in the present chapter. 4. Filing of applications, references etc.- (1) Every application for determination of a company as a sick company shall be submitted to the Tribunal exercising jurisdiction over the company along with affidavit in accordance with the provisions of Section 253 of the Act shall be made in Form No. RNR 1 in triplicate. (2) If the application is to be presented by the secured creditor, the affidavit must be made by the secured creditor itself or by person du .....

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eserve bank of India or a State Government or a public financial institution or a state level institution or a scheduled bank it is to be treated as if it were a petition by the company and the procedural requirements be accordingly complied. Provided that where the matters in reference to the sick companies were pending before the Board for Industrial and Financial Reconstruction (BIFR) or the Appellate Authority for Industrial and Financial Reconstruction (AAIFR) prior to the abatement of the .....

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to re-file the appeal against any surviving order of the Board for Industrial and Financial Reconstructions before the National Company Law Appellate Tribunal within 180 days from the commencement of this Act in accordance with the provisions of this Act. Provided that where an application for the stay of any proceeding for the winding up of the company or for execution, distress or the like against any property and assets of the company or for the appointment of a receiver in respect thereof an .....

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y days of the service of notice of demand by the secured creditor representing fifty percent or more of its outstanding amount of debt or to secure or compound it to the reasonable satisfaction of the creditor and the grounds of that belief; (2) There shall in the affidavit be provided a statement of the company's financial position, specifying (to the best of the deponent's knowledge and belief) assets and liabilities, including contingent and prospective liabilities. (3) Details shall .....

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ng within the knowledge or belief of the deponent) shall also be stated. 6. Application for revival and rehabilitation.- (1) Any secured creditor or the Company under sub section (1) of Section 254 may make an application to the Tribunal for the determination of measures that may be adopted with respect to the revival and rehabilitation of such company shall be made in Form No. RNR. 3. (2) Contents of proposal:- (i) For the purpose of sub section (2) of Section 254, a draft scheme of revival and .....

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ass wise breakup and amount due to such creditor; (f) the extent (if any) to which the assets are charged in favour of creditors, (g) the nature and amount of the company's liabilities (so far as within immediate knowledge), the manner in which they are proposed to be met, modified, postponed or otherwise dealt with by means of the arrangement, and (in particular)- (h) how it is proposed to deal with secured creditors, workers and statutory authorities having claims against the company, (i) .....

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ication of a notice in Form No. RNR. 6 in at least once in a vernacular language newspaper in the principal vernacular language of the district in which the registered office of the company is situated and circulating in that district and at least once in English in an English newspaper circulating in that district within seven days from the date of the receipt of certified copy of the order of the Tribunal determining the debtor company as a sick company. 8. Declaration by sick company.- Where .....

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i) post the matter for being heard on any date not later than ninety days from the date of receipt of the application under section 254; (ii) direct that a notice be sent to the debtor company, if it is not the applicant; (iii) appoint an interim administrator and the order appointing the interim administrator shall be in Form No. RNR 7; (iv) direct the interim administrator to cause the publication of a notice in Form RNR No. 8 at least once in a vernacular newspaper in the principal vernacular .....

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erim Administrator for the purpose of nominating representatives for the committee of creditors in accordance with section 257. Provided that the committee of creditors shall not have any related parties of the sick company. (b) a meeting of the committee of creditors within 45 days from the date of receipt of the order of appointment of Interim Administrator to ascertain and submit a report (in Form No. RNR 9) within a period of sixty days from the date of receipt of the order of appointment of .....

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all books and papers, books of account, registers and records of the sick company at all places where the sick company has offices, branches, divisions, factories, warehouses , and such other places where the affairs of the sick company are being or have been carried as ascertained from the records of the sick company; (iii) to apply to the Tribunal for such orders or directions or assistance as may be necessary; (iv) to apply to the Tribunal for extension of time for anything to be done under t .....

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d by him subject to sanction by the Tribunal and shall be entitled to an advance on costs out of the assets of the sick company failing which the Tribunal shall pass appropriate orders for the same . (5) The Tribunal on its own or on an application of any secured creditor or the sick company, if satisfied that the conduct of the interim administrator was not fair and reasonable in the facts and circumstances obtained at that time when such question had arisen, after giving him an opportunity of .....

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or shall take over the management of the sick company and such order shall further direct the interim administrator- (i) to notify the sick company to that effect; (ii) to cause the publication of a notice at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated and circulating in that district and at least once in English in an English National Daily newspaper within seven days from the date of receipt .....

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ties concerned with the affairs of the sick company (as ascertained by the interim administrator) that he has taken over the management of the sick company; (v) to call for such information and explanation as he may require from such persons and parties as he may deem fit; (vi) to apply to the Tribunal for appropriate directions as may be required for seeking the co-operation of any person and for meeting any other exigencies to discharge his obligations effectively. (2) On publication of a noti .....

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laims to which the business of the company is, or appears to be, entitled and all the property and effects of the business of the company shall be deemed to be in the custody of the administrator, as the case may be, as from the date of the publication of the notice; (d) the interim administrator appointed under this section, shall alone be entitled to exercise all management powers of the company, including powers of the Board of directors or as the case may be, of the persons exercising powers .....

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sulting, and the assets, properties, books and records of the sick company. (3) Where the management of a company is taken over by the interim administrator, then,- (a) it shall not be lawful for the shareholders of such company or any other person to nominate or appoint any person to be a director of the company; (b) no resolution passed at any meeting of the shareholders of such company shall be given effect to unless approved by the interim administrator MEETINGS OF CREDITORS AND COMMITTEE OF .....

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ttee, so long as his claim has not been rejected for the purpose of his entitlement to vote. (3) A body corporate may be a member of the committee, but it cannot act as such otherwise than by a representative appointed. (4) The Interim Administrator shall appoint the member nominated by each class of creditors at their respective meetings as per Rule 9(v)(a) above as a member on the Committee Of Creditors subject to the condition that the member and the nominating creditor are not related partie .....

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t have agreed to act as members. (3) As and when the others (if any) agree to act, the interim administrator shall issue an amended certificate. (4) The certificate, and any amended certificate, shall be filed in Tribunal by the interim administrator within a period of seven days of its issuance. (5) If after the first establishment of the committee there is any change in its membership, the interim administrator or the Company Administrator as the case may be, shall report the change to the Tri .....

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ing of the committee not later than 30 days after its first establishment; and thereafter he or the Company Administrator as the case may call a meeting- (a) if so requested by a member of the committee or his representative (the meeting then to be held within 14 days of the request being received by the administrator), and (b) on a specified date, if the committee has previously resolved that a meeting be held on that date. (4) The interim administrator or the company administrator as the case .....

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be or a person nominated by him in writing to act. (2) A person so nominated must be either- (a) one who is qualified to act as an company administrator in relation to the company, or (b) an employee of the interim administrator or the company administrator or his firm, who is experienced in revival and rehabilitation of sick companies. 16. Quorum.- A meeting of the committee shall be deemed to be duly convened if due notice of it has been given to all the members, and at least 3 members are pre .....

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ing of the committee may call on a person claiming to act as a committee-member's representative to produce his letter of authority, and may exclude him if it appears that his authority is deficient. (4) No person shall on the same committee, act at one and the same time as representative of more than one committee-members. (5) Where a member's representative signs any document on the member's behalf, the fact that he signs as a representative must be stated below his signature. 18. .....

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places him as a member of the committee. 20. Removal.- A member of the Committee Of Creditors may be removed by the Interim Administrator/ Company Administrator, as the case may be, if such member is negligent in participating in the process of revival and rehabilitation of the sick company or acts in a fraudulent manner. 21. Vacancies.- In case of any vacancy, the Interim Administrator shall appoint the nominee of the same class, whose nominee has vacated the Committee, provided that the Credit .....

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parately or as part of the minutes of the meeting. (3) A record of each resolution shall be signed by the chairman and placed in the company's minute book. 23. Resolutions by post.- (1) In accordance with this Rule, the administrator may seek to obtain the agreement of members of the creditors' committee to a resolution by sending to every member (or his representative designated for the purpose) a copy of the proposed resolution. (2) Where the administrator makes use of the procedure al .....

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e of such a request, the resolution is deemed to have been passed by the committee if and when the administrator is notified in writing by a majority of the members that they concur with it. (5) A copy of every resolution passed under this Rule, and a note that the committee's concurrence was obtained, shall be placed in the company's minute book. 24. Summoning of meeting of creditors.- (1) Subject to the provisions of these Rules, the interim administrator in fixing the venue for the me .....

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n. (2) If for any reason he is unable to attend, he may nominate another person to act as chairman in his place with prior approval of the Tribunal; but a person so nominated must be a person qualified to act as an interim administrator/company administrator. 26. Attendance by company officers.- (1) At least 14 days' notice to attend the meetings shall be given by the interim administrator- (a) to all directors of the company, and (b) to any persons in whose case the interim administrator th .....

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ors).- (1) Subject to the provisions of these Rules, every creditor who was given notice of the creditors' meeting is entitled to vote at the meeting or any adjournment of it. (2) Votes are calculated according to the amount of the creditor's debt as on the date of filing of application for revival and rehabilitation u/s 254. (3) A creditor shall not vote in respect of a debt for an unliquidated amount, or any debt whose value is not ascertained. (4) At any creditors' meeting the cha .....

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uently declared invalid if the objection to the claim is sustained. (7) If on an appeal the chairman's decision is reversed or varied, or a creditor's vote is declared invalid, the Tribunal may order another meeting to be summoned, or make such other order as it thinks just. The Tribunal's power to make an order under this paragraph is exercisable only if it considers that the matter is such as gives rise to unfair prejudice or material irregularity. (8) An application to the Tribuna .....

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the total outstanding debt of the company) present in person or by proxy and voting on the resolution. 29. Adjournment of meeting of creditors.- The meeting of the creditors committee can be adjourned if the Chairman of the meeting deems it fit subject to the time limits as prescribed herein and under the Act. 30. Order of Tribunal and appointment of company administrator.- (1) On the date of hearing, if the Tribunal is satisfied that the creditors representing three-fourth in value of the amou .....

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mpany and in Form No. RNR 12 if the Tribunal orders to appoint a company administrator. (3) The order appointing the company administrator may contain such directions to the company administrator including but not limited to taking a complete inventory of all assets and liabilities of the sick company; all books of account, registers, maps, plans, records, documents of title and all other documents of whatever nature. (4) The company administrator shall give public notice of the order of the Tri .....

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f receipt of certified copy of the order of the Tribunal. (5) Within thirty days of the passing of the order appointing the company administrator, the company administrator shall file a certified copy of the order with the Registrar of Companies having jurisdiction over the registered office of the sick company. (6) The Tribunal shall determine the fee payable to the company administrator which shall be borne out of the assets of the Company in the first instance failing which the Tribunal shall .....

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ompany if so directed by the Tribunal; (9) Subject to the approval of the Tribunal, the company administrator shall have the following powers, namely:- (i) to have an office at the registered office of the sick company; (ii) to visit all offices, branches, divisions, factories, warehouses, and such other places where the affairs of the sick company are being or have been carried out as ascertained from the records of the sick company; (iii) to access all information and inspect all books and pap .....

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rrying out his duties; (v) to obtain from any authority of the Central Government or any State Government or quasi- Judicial authorities or court or Tribunal or any other judicial forum copy of any record, return, document, plaint, pleading, or any other paper which in his opinion may assist him in effective performance of his duties; (vi) to appoint a lawyer or chartered accountant or any other expert with the approval of the Tribunal for the purpose of assistance and ascertaining the measures .....

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under these rules within the stipulated time; Provided that such such extension shall be granted without reasons to be recorded in writing. (ix) to perform such other functions and duties as the Tribunal may direct . PROPOSAL BY COMPANY ADMINISTRATOR 31. Preparation of scheme by the company administrator.- The company administrator's draft scheme for revival and rehabilitation of a sick company shall specify- (a) all such matters as under as the sick company would be required to include in a .....

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scheme for their approval. (2) The company administrator shall fix a venue for the creditors' meeting and the company meeting if so required, and give at least 14 days' notice of the meetings- (a) in the case of the creditors' meeting, to all the creditors specified in the company's statement of affairs, and to any other creditors of whom the company administrator is aware; and (b) in the case of the company meeting, to all persons who are, to the best of his belief, members of t .....

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ered office of the company is situated and circulating in that district and at least once in an English National daily within fourteen days prior to the date fixed for the respective meetings. (5) In case of scheme relates to amalgamation of sick company with any other company notice shall be sent to the authorities specified in sub-section (5) of section 230 of the Act. (6) Every creditor shall be entitled to be present in person or through an authorized representative and the creditor shall su .....

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g working hours between 1000 Hrs to 1800 Hrs on any business day. (9) The quorum for such meetings of creditors shall be the presence in person or by proxy of creditors representing not less than three-fourth in value of the amount outstanding against the sick company, in case of secured creditors and one-fourth in value in case of unsecured creditors and even the presence of single creditor of that class may be sufficient to form a valid quorum. (10) The quorum for a meeting of shareholders of .....

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the value of debt owed to a particular creditor by the sick company. (13) Any accidental omission to consider, include or issue notice to one or more unsecured creditors shall not invalidate any action taken by the company administrator or as the case may be, by the creditors in good faith: Provided that in case if omissions had resulted in an outcome which would not have been the outcome had the votes (based on value of debt) been recorded correctly, application by creditors can be made for re .....

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ts of the sick company for the financial year immediately preceding the date of the application; (iv) any other document which the company administrator may consider necessary; (v) a copy of the minutes of the meetings of creditors and shareholders, if any, that approved the scheme of revival and rehabilitation duly certified by the company administrator. (16) The Tribunal shall post the matter for a hearing on any date within sixty days of the date of filing of the application and the company a .....

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17) The Tribunal may make modifications in the scheme in pursuance of sub-section (3) of section 262. (18) If the scheme has received the approval of the requisite majority of the creditors and also of the shareholders, if applicable, in accordance with sub-section (2) of section 262, the Tribunal may sanction the scheme with modifications, if any, in pursuance of sub-section (3) of section 262 and the order sanctioning the scheme shall be in Form No. RNR No. 17 and a copy of the scheme duly bea .....

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dance slips, proxy forms, letters, correspondence, payments received, payment made, particulars of bank account/s operated, bank statements, reconciliation statements, valuation reports, title deeds, copies of public notices issued, and all other papers unless otherwise ordered to be disposed of by the Tribunal and he shall hand over the records to the company or the liquidator, as the case may be, before demitting the office. (21) The tribunal on its own or on an application of any secured cred .....

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the Act. (22) Where the company administrator has not been able to perform or has become incapable of performing his duties due to his health or death or any other reason, the Tribunal may on its own or on the application of any interested party, appoint another person in his place who shall take charge of all records and properties from the previous incumbent as far as may be possible and either commence his duties de novo or continue from the stage before his appointment upon such terms and d .....

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ck company with any other person and such enforcement or modification or termination shall be specified in its order sanctioning the scheme: Provided that the Tribunal may give reasonable opportunity of being heard to the affected parties. (24) The Tribunal may, while sanctioning a scheme of revival or rehabilitation, on its own or on an application of any person interested in the scheme, including an objector who is bound by the scheme despite his objections, made prior to the sanctioning of th .....

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of Fees; (2) a copy of the approved scheme of revival and rehabilitation duly certified by the company administrator; (3) a copy of the audited financial statements of the sick company for the financial year immediately preceding the date of the application; (4) any other document which the applicant may consider necessary for proper adjudication of the matter; (5) reasons for non-implementation of the sanctioned scheme or failure of the scheme; (6) modification as may be suggested or other rel .....

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ng up of the sick company. 35. Databank of interim administrators or company administrators.- (1) For the purposes of sub-section (1) of section 259, a databank shall be maintained by the Central Government, The Institute of Chartered Accountants of India or The Institute of Company Secretaries of India or The Institute of Cost and Works Accountants of India or Bar Council of India or any other institute or agency authorized by the Central Govt. by an order consisting of the names of Chartered A .....

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ion, investment, accountancy, or such other disciplines related to management which will be useful for conduct of affairs of the sick company and its revival and rehabilitation; (ii) free from any professional or other mis-conduct, past and present, committed under the respective statute under which such professional is governed; (iii) met the fit and proper person criteria specified by the Central Government from time to time (3) The databank referred to in sub - rule (1) shall contain the foll .....

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ii. list of partnerships in which he is or was associated with - a. name of the partnership; b. nature of industry; and c. duration with dates. xiv. list of companies in which he is or was associated with - a. name of company; b. nature of industry; and c. duration with dates. (4) Any person who desires to get his name included in the databank shall make an application, along with such fees as may be prescribed, to the Central Government or any institute or agency authorized by the Central Gover .....

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w or print the same subject to payment of specific charge. 36. Rehabilitation and Insolvency Fund. - (1) In pursuance of sub-section (4) of section 269, the Central Government shall appoint, including on deputation basis, a person, not below the rank of Senior Administrator Grade Officer, as the Administrator to the Rehabilitation and Insolvency Fund (hereinafter referred to as the fund ) on the following terms and conditions, namely:- (i) the appointment of the administrator shall be notified i .....

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he applicable rules of the Central Government or as may be approved by the Central Government; (v) the Administrator shall be assisted by such number of officers and staff, appointed by the Central Government either through deputation or on contract or permanently, as may be considered necessary by the Central Government in accordance with the Central Government policies, rules and regulations. (2) The Administrator shall manage the fund and perform such other functions related to the management .....

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unt styled as Rehabilitation and Insolvency Fund maintained by Central Government in designated branches of State Bank of India or any other nationalised bank and such remittance may be made from any branch of any bank through electronic payment facility. (5) For the purpose of crediting any amount to the Fund from any other source under clause (c) of sub-section (2) of section 269, challan in shall be used and payment as specified therein shall be made directly to the account styled as Rehabili .....

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(b) of sub-section (2) of section 269, an application maybe made by any person authorized to do so by the Tribunal and no such withdrawal shall be allowed unless the company has been declared as a sick company and in respect of which an interim administrator or company administrator has been appointed or an order for winding up of the company has been made in pursuance of Chapter XIX or XX of the Act and no fee shall be payable for this application. (8) The Tribunal shall consider such applicat .....

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