TMI BlogCompanies (Compromises, Arrangements and Amalgamations) Rules, 2016X X X X Extracts X X X X X X X X Extracts X X X X ..... t 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 application may, at the discret ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 liquidator), or any other person as the Tribunal may direct, by registered ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f 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) debenture holders; (h) deposit trustee and debenture trustee; (i) employees of the company: (vii) Disclosure about effect of compromise or arrangement on mate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... notice of the meeting under s ub-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 explanatory statement and the disclosures mentioned under rule 6, and shall be sent to.- (i) the Central Government, the Registrar of Companies, the Income-tax authorities, in all cases; (ii) the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny 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 member or creditor before he attached his signature or mark. (5) The proxy of a member or creditor who does not know English may be accepted if it is executed in the manner prescribed in the preceding sub-rule and the w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bers 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 hearing of the petition, and notice of the hearing shall be advertised in the same newspaper in which the notice of the meeting was advertised, or in such other newspaper as the Tribunal may direct, not les ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 30 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 working of the said compromise or arrangement and on consideration of the report, the Tribunal may pass such orders or give such directions as it may think fit. 23. Liberty to apply .- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... panied 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) Rules, 2014; and (ii) the Official Liquidator through hand delivery or by registered post or speed post. (5) Where no objection or suggestion is receiv ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erson 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 including return on net worth, book value of shares, earning per share, price earning multiple vis- -vis the industry average, and such other parameters as are customa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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