COMPROMISE , ARRANGEMENT & AMALGAMATION

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  • COMPANIES ACT 2013 Oppor

  • CORPORATE RESTRUCTURING

    MERGER &

    AMALGAMATION

    INTERNAL RECONSTRUCTION

    DEMERGER TAKEOVER OF

    UNLISTED COMPANY

  • 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

  • CORPORATE RESTRUCTURING

    Prepare the

    Scheme of Amalgamation / Arrangement / Compromise

  • 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

  • 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

  • AFFIDAVIT BY CHAIRPERSON

    7 DAYS

    PRIOR TO THE MEETING

  • MEMBER

    MORE THAN 10% SHARES

    CREDITORS

    MORE THAN 5 % TOTAL DEBT

  • REPRESENTATIONS BY STATUTORY AUTHORITIES

    Within 30 days of Receipt of Notice

  • CLASS MEETING OF MEMBERS & CREDITORS

  • WITHIN 3 DAYS AFTER CONCLUSION OF MEEETING

    CHAIRPERSON SUBMIT REPORT OF RESULT TO NCLT

    [ Form CAA 4 ]

  • 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

  • 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

  • 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

  • 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)

  • 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

  • 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

  • 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

  • ROLE OF COMPANY SECRETARIES

    DRAFTING OF SCHEME

    CERTIFICATION

    COMPLIANCE OF PROCEDURE

    VALUATION & SWAP RATIO

    DUE DILIGENCE

    REPRESENT AT NCLT

    SEBI REGULATION COMPLIANCE

    DECESION MAKING

  • CS ANAND KANKANI

    Practicing Company Secretary

    & Academician

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