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Union of India - Section

Section 29 in The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

29. Appeal under sub-section (2) of section 238 of the Act.

- Any aggrieved party may file an appeal against the order of the Registrar of Companies refusing to register any circular under sub-section (2) of section 238 of the Act and the said appeal shall be in the Form No. NCLT. 9 (appended in the National Company Law Tribunal Rules, 2016) supported with an affidavit in the Form No. NCLT. 6 (appended in the National Company Law Tribunal Rules, 2016).
Schedule of Fees
S. No. Sections of the Companies Act, 2013 Rule Number Nature of application or petition Fees
1. [ [Substituted by Notification No. G.S.R. 79(E), dated 3.2.2020 (w.e.f. 14.12.2016).] Sub-section (1) of section 230 3 Application for compromise arrangement and amalgamation. Rs. 5,000/-]
2. Sub-section (2) of section 235 Application by dissenting shareholders. Rs. 1,000/-
3. Sub-section (2) of section 238 29 Appeal against order of Registrar refusing to register anycircular. Rs. 2,000/-
Annexure A[See Rule 2(1)(c)]
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Form No. CAA.1
[Pursuant to section 230(2)(c)(i) and rule 4]
Creditor's Responsibility Statement
I/ We, ....................., the creditors of M/s............... for an amount of Rs. ................ as on.................. do hereby declare that I/ we have read andunderstood the proposed corporate debt restructuring scheme andam/ are of the view that it is in my/ our best interest to concurwith the scheme.
I/ We further declare that the debt is owed to me/ us by thecompany or the liability was created by the company in my/ ourfavor in good faith and in the ordinary course of business of thecompany;
I/ We believe that the scheme does not give me/ us anyfraudulent preference at the cost of any secured/ unsecuredCreditors.
Signature of creditor/s
Date:
Place:
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Form No. CAA. 2
[Pursuant to Section 230 (3) and rule 6 and 7)]
Company Petition No ...... of 20.....
......................Applicant(s)
Notice and Advertisement of notice of themeeting of creditors or members
Notice is hereby given that by an order dated the ...... 20... the _____ Bench of the National Company Law Tribunal hasdirected a meeting (or separate meetings) to be held of [heremention 'debenture holders' or 'first debenture holders' or'second debenture holders' or 'unsecured creditors' or 'securedcreditors' or 'preference shareholders' or 'equity shareholders'as the case may be whose meeting or meetings have to be held] ofthe said company for the purpose of considering, and if thoughtfit, approving with or without modification, the compromise orarrangement proposed to be made between the said company and[here mention the class of creditors or members with whom thecompromise or arrangement or amalgamation is to be made] of thecompany aforesaid.
In pursuance of the said order and as directed therein furthernotice is hereby given that a meeting of [here set out the classof creditors or members whose meeting has to be held] of the saidcompany will be held at....on....day...the...dayof................ 20...at........ o'clock in the noon at whichtime and place the said [here mention the class of creditors ormembers] are requested to attend [Where separate meetings ofclasses of creditors or members are to be held, set them outseparately with the place, date and time of the meeting in eachcase.]
Copies of the said compromise or arrangement or amalgamation,and of the statement under section 230 can be obtained free ofcharge at the registered office of the company or at the officeof its authorized representative Shri.... at.......Personsentitled to attend and vote at the meeting (or respectivemeetings), may vote in person or by proxy, provided that allproxies in the prescribed form are deposited at the registeredoffice of the company at... .... not later than 48 hours beforethe meeting.
Forms of proxy can be had at the registered office of theCompany.
The Tribunal has appointedShri................................ and failing him, Shri....aschairperson of the said meeting (or several meetings). The abovementioned compromise or arrangement or amalgamation, if approvedby the meeting, will be subject to the subsequent approval of thetribunal.
Dated this ....day of...... .20.....
Chairperson appointed for the meeting
(or as the case may be)
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Form No. CAA.3
[Pursuant to section 230(5) and rule 8]
In the Matter of compromise and/ orarrangement of .....................
Notice to Central Government, RegulatoryAuthorities
To,
The Central Government/
The Registrar of Companies/
The Income-Tax Authorities/
[in all cases]
The Reserve Bank of India/
The Securities and Exchange Board of India/
The Stock Exchanges of .............../
The Competition Commission of India/
[as may be applicable]
Other sectoral regulator or authorities
[As required by Tribunal]
Notice is hereby given in pursuance of sub-section (5) ofsection 230 of the Companies Act, 2013, that as directed by the_____ Bench of the National Company Law Tribunal at ......... byan order dated .......... under sub-section (1) of section 230 ofthe Act, a meeting of the members and/ or creditors of(Company's name)....... shall be held on ................ toconsider the scheme of compromise and/ or arrangement of..................with ............... at ..........
A copy of the notice and scheme of the compromise orarrangement are enclosed. You are hereby informed thatrepresentations, if any, in connection with the proposedcompromise and/ or arrangement may be made to the Tribunalwithin thirty days from the date of receipt of this notice. Copyof the representation may simultaneously be sent to the concernedcompany(ies).
In case no representation is received within the stated periodof thirty days, it shall be presumed that you have norepresentation to make on the proposed scheme of compromise orarrangement.
Authorized Signatory
Dated this ......... day of ................ 20...
Place
Enclosures : i) Copy of notice with statement as requiredunder section 230(3);
ii) Copy ofscheme of compromise or arrangement
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Form No. CAA.4
[Pursuant to rule 13(2) and rule 14 ]
Company Petition No. of ...... of 20.....
................... Applicant(s)
Report of result of meeting by Chairperson:
I, ______ the person appointed by this Hon'ble Tribunal to actas chairperson of the meeting of (the debenture holders or firstdebenture holders or second debenture holders or unsecuredcreditors or secured creditors or preference shareholders orequity shareholders) of the above named company, summoned bynotice served individually upon them and by advertisement datedthe ..................... day of ...20..........................., and held on the day of.. 20...at... , do hereby report to this Hon'ble Tribunal as follows:
1. The said meeting was attended either personally or by proxyby [here state the number of creditors or the class of creditorsor the number of members or the class of members as the case maybe, who attended the meeting] of the said company entitledtogether to [here mention the total value to the debts, ordebentures, where the meeting was of creditors, and the totalnumber and value of the shares, where the meeting was of members,of those who attended the meeting], representing [.......percentage] of the total value of debts or debentures or shares................ of the company.
2. The scheme of compromise or arrangement was read out andexplained by me to the meeting, and the question submitted to thesaid meeting was whether the (here state the class of creditorsor members as the case may be) of the said company agreed to thecompromise or arrangement submitted to the meeting and agreedthereto.
3. The majority of persons representing three-fourths in valueof the creditors, or class of creditors or members or class ofmembers, as the case may be, (or such persons unanimously) are ofthe opinion that the compromise or arrangement should be approvedand agreed to. The result of the voting upon the said questionwas as follows:
The under-mentioned [here mention the class of creditors ormembers who attended the meeting] voted in favour of the proposedcompromise or arrangement being adopted and carried into effect:
Name of creditor or member Address Value of debt (or No. of preference or equityshares held Number of votes
       
       
       
       
       
The under-mentioned [here mention the class of creditors ormembers who attended the meeting] voted against the proposedcompromise or arrangement being adopted and carried into effect:
Name of creditor or member Address Value of debt (or No. of preference or equityshares held Number of votes
       
       
       
       
       
Dated this................................ day of .............................20..........
Sd/-
Chairperson
**If the compromise or arrangement was approved with modifications, it should be so stated and the modifications made should be set out, and also the particulars of the voting on the modifications.
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Form No. CAA. 5
[Pursuant to section 230 and rule 15(1)]
[Heading as in Form NCLT. 4]
Petition to sanction compromise or arrangement
The petition of ______Ltd, (*in liquidation by itsliquidator) the petitioner above named is as follows:-
1. The object of this petition is to obtain sanction ofTribunal to a compromise or arrangement whereby (here set out thenature of the compromise or arrangement).
2. The company was incorporated under the [...]Act.................................. with a nominal capital ofRs [...]divided into shares of Rs[...] each of which [...] shareswere issued and Rs[...] was paid up on each share issued.
3. The objects for which the company was formed are as setforth in the company's Memorandum of Association. They are: (Setout the principal objects).
4. [Here set out the nature of the business carried on by thecompany, its financial position and the circumstances thatnecessitated the compromise or arrangement and the benefitssought to be achieved by the compromise or arrangement and itseffect].
5. The compromise or arrangement was in the followingterms:-[Here set out the terms of the compromise or arrangement].
6. By an order made in the above matter on [...]the petitionerwas directed to convene a meeting of [here set out the class ofcreditors or members of whom the meeting was to be held] of thecompany for the purpose of considering and, if thought fitapproving with or without modifications. The said compromise orarrangement and the said order directed that [...] or failing him[...] should act as chairperson of the said meeting and shouldreport the result thereof to this Tribunal.
7. Notice of the meeting was sent individually to the [heremention the class of creditors or members to whom the notice wassent] as required by the order together with a copy of thecompromise or arrangement and of the statement required bysection 231, 232 read with section 230 of the Act and a form ofproxy. The notice of the meeting was also advertised as directedby the said order in (here set out the newspapers).
8. On the [...], a meeting of (here mention the class ofcreditors or members whose meeting was convened) of the companyduly convened in accordance with the said order, was held at[...]and the said [...], acted as the chairperson of the meeting.
9. The said [...], has reported the result of the meeting tothis Hon'ble Tribunal.
10. The said meeting was attended by (here set out the numberof the class of creditors or members, as the case may be, whoattended the meeting either in person or by proxy), and the totalvalue of their [here mention debts, debentures or shares, as thecase may be] is Rs[....] [in the case of shares, the total numberand value of the shares should be mentioned] representing[....... percentage ] of the total value of debts or debenturesor shares ................ of the company. The said compromise orarrangement was read and explained by the said [...], to themeeting and it was resolved unanimously [or by a majority of[...] votes against [...] votes] as follows:-[Here set out theresolution as passed].
11. The sanctioning of the compromise or arrangement will befor the benefit of the company.
12. Notice of this petition need not be served on any person.The petitioner therefore prays:
(1) That the said compromise or arrangement may be sanctionedby the Tribunal as to be binding on all the [here set out theclass of creditors or members of the company on whom thecompromise or arrangement is to be binding] of the said companyand on the said company.
(2) Or such other order may be made in the premises as to theTribunal shall deem fit.
Verification etc. Petitioner
[Note: (1) The affidavit in support should verify the petitionand prove any matters not proved in any prior affidavit, such asadvertisement, holding of meetings, posting of notices, copies ofcompromise or arrangement and proxies etc., and should exhibitthe report of the chairperson and verify the same.]
Note: (2) If the company is being wound-up, say so.
Note: (3) If any modifications were made in the compromise orarrangement, at the meeting, they should be set out in separateparagraph.
* To be inserted where the company is being wound-up.
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Form No. CAA.6
[Pursuant To Section 230(7) And Sub-Rule (3) OfRule 17]
[Heading as in Form NCLT. 4]
Order on petition
The above petition coming on for hearing on …………..upon reading the said petition, the order dated..... whereby the'said company (or, liquidator of the said company), was orderedto convene a meeting (or separate meeting) of thecreditors/debenture holders/preference shareholders/equityshareholders/ of the above company for the purpose ofconsidering, and if thought fit, approving, with or withoutmodification, the compromise or arrangement proposed to be madebetween the said company and..................................................... and annexedto the affidavitof......................................................filed the..................................... day of......20 ......the....................... and the (here mention the newspaper)dated.........each containing the advertisement of the saidnotice convening the said meeting(s) directed to be held by thesaid order dated…20....................the affidavitof..............filed the day of...20.................................. , showing the publicationand despatch of the notices convening the said meeting(s). thereport(s) of the chairperson/ chairpersons of the said meeting(s)(respectively) dated as to the result of the said meeting(s),(and upon hearing Shri...................advocate for etc.) andit appearing from the report(s) that the proposed compromise orarrangement has been approved (here state whether unanimously orby a majority of not less than three-fourths in value of thecreditors or class of creditors or members or class of members asthe case may be present and voting in person or by proxy orthrough postal ballot or through electronic means).
This Tribunal do hereby sanction the compromise or arrangementset forth in para .............of the petition herein and in theschedule hereto. and doth hereby declare the same to be bindingon...(here enter the class of creditors or members on whom it isto be binding) of the above named company and also on the saidcompany (and its liquidator').
And this Tribunal do further order:-
[Here enter any directions given or modifications made by theTribunal regarding the carrying out of the compromise orarrangement.]
That the parties to the compromise or arrangement or otherpersons interested shall be at liberty to apply to this Tribunalfor any directions that may be necessary in regard to the workingof the compromise or arrangement, and
That the said company [or the liquidator of the said company]do file with the Registrar of Companies a certified copy of thisorder within thirty days of the receipt of the order.
Schedule
Scheme of compromise or arrangement as sanctionedby the Tribunal
Dated this ....... day of.. ............. .20....
(By the Tribunal)
Registrar'
To be inserted where the company is being wound-up. Where thecompromise or arrangement has been approved with themodifications, it should be so stated
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Form No. CAA.7
[Pursuant to section 232 and rule 20]
[Heading as in Form NCLT. 4]
Order under section 232
Upon the above petition [and application'] coming on forfurther hearing on ..........upon reading etc., and upon hearingetc.
This Tribunal Do Order
(1) That all the property, rights and powers of the transferorcompany specified in the first, second and third parts of theSchedule hereto and all other property, rights and powers of thetransferor company be transferred without further act or deed tothe transferee company and accordingly the same shall pursuant tosection 232 of the Act, be transferred to and vested in thetransferee company for all the estate and interest of thetransferor company therein but subject nevertheless to allcharges now affecting the same [other than(here set out anycharges which by virtue of the compromise or arrangement are tocease to have effect)]; and
(2) That all the liabilities and duties of the transferorcompany be transferred without further act or deed to thetransferee company and accordingly the same shall pursuant tosection 232 of the Act, be transferred to and become theliabilities and duties of the transferee company; and
(3) That all proceedings now pending by or against thetransferor company be continued by or against the transfereecompany; and
(4) That the transferee company do without further applicationallot to such members of the transferor company as have not givensuch notice of dissent as is required by clause ____ of thecompromise or arrangement herein the shares in the transfereecompany to which they are entitled under the said compromise orarrangement; and
(5) That the transferor company shall within thirty days ofthe date of the receipt of this order cause a certified copy ofthis order to be delivered to the Registrar of Companies forregistration and on such certified copy being so delivered thetransferor company shall be dissolved* and the Registrar ofCompanies shall place all documents relating to the transferorcompany and registered with him on the file kept by him inrelation to the transferee company and the files relating to thesaid two companies shall be consolidated accordingly; and
(6) That any person interested shall be at liberty to apply tothe Tribunal in the above matter for any directions that may benecessary.
Schedule
First Part
(Insert a short description of the freeholdproperty of the transferor company)
Second Part
(Insert a short description of the leaseholdproperty of the transferor company)
Third Part
(Insert a short description of all stocks,shares, debentures and other charges in action of the transferorcompany)
Dated ..........
(By the Tribunal)
Registrar
*Where the Tribunal directs that the transferor companyshould be dissolved from any other date, the clause should bealtered accordingly.
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Form No. CAA. 8
[Pursuant to section 232(7) and rule 21]
In the Matter of compromise and/ orarrangement of .....................
Statement to be filed with Registrar ofCompanies
1. (a) Corporate identity number (CIN) of company:
(b) Globallocation number (GLN) of company:
2. (a) Name of the company:
(b) Addressof the registered office of the company:
(c) E-mailID of the company:
3. Date of Board of Directors’ resolution approving thescheme
4. Date of Order of Tribunal approving the Scheme underSection 232(3)
5. Details regarding:-
(a)Completed actions under the Order
(b) Pendingactions under the Order with status
Declaration of compliance of scheme as per the Order of theTribunal
I, the Director/ Company Secretary of ......................do solemnly affirm and declare that we are in compliance with theOrder of the Tribunal dated ________.
A copy of the scheme of the compromise or arrangement isenclosed.
__________________
Director/ Company Secretary
__________________
Chartered Accountant in practice/ Cost Accountantin practice/ Company Secretary in practice
Date:
Place:
Attachments:-
1) Scheme of Compromise or Arrangement
2) Details of Compliance of the Scheme
3) Other Attachments, if any
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Form No. CAA.9
[Pursuant to section 233(1)(a) and rule 25(1)]
Notice of the scheme inviting objections orsuggestions
Notice is hereby given by M/s [...] (transferor/ transfereecompany) that a scheme of merger or amalgamation is proposed tobe entered with M/s [...] (transferor/ transferee company) and inpursuance of sub-section (1)(a) of Section 233 of the CompaniesAct, 2013, objections or suggestions are invited in respect ofthe scheme.
A copy of the scheme of merger or amalgamation isenclosed.
Objections or suggestions are invited from –
(i) theRegistrar (mention the details of the Registrar of the area wherethe registered office of the transferor / transferee company issituated);
(ii)Official Liquidator (mention the details of the OfficialLiquidator of the area where the registered office of thetransferor company is situated); and
(iii) [Anyperson whose interest is likely to be affected by the proposedscheme].
Any person mentioned in (i), (ii) or (iii) above, desirous ofproviding objections or suggestions in respect of the schemeshould send their objections or suggestions within thirty daysfrom the date of this notice to [...] (the Central Government at...................... (address) and to Shri _______ (address)being authorised representative of the transferor company).
Date :
Place :
Sd/-(mention the details of the authorized representative ofthe transferor company).
Enclosure: A copy of the scheme of merger oramalgamation
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Form No.CAA.10
[Pursuant to section 233(1)(c) and rule 25(2)]
Declaration of solvency
1. (a) Corporate identity number (CIN) of company :
(b) Globallocation number (GLN) of company:
2. (a) Name of the company:
(b) Addressof the registered office of the company:
(c) E-mailID of the company:
3.(a) Whether the company is listed:
Yes
No
(b) Iflisted, please specify the name(s) of the stock exchange(s) wherelisted:
----------------------------------------------------------------------
----------------------------------------------------------------------
4. Date of Board of Directors' resolution approving the scheme
Declaration of solvency
We, the directors of M/s ...................... do solemnlyaffirm and declare that we have made a full enquiry into theaffairs of the company and have formed the opinion that thecompany is capable of meeting its liabilities as and when theyfall due and that the company will not be rendered insolventwithin a period of one year from the date of making thisdeclaration.
We append an audited statement of company's assets andliabilities as at ............ being the latest date of makingthis declaration.
We further declare that the company's audited annual accountsincluding the Balance Sheet have been filed upto date with theRegistrar 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 theaffairs of the company including the assets and liabilities ofthis company and that having done so and having noted that thescheme of merger or amalgamation between .....................and ................................is proposed to be placedbefore the shareholders and creditors of the company for approvalas per the provisions of sub-section of (1) of section 233 of theCompanies Act, 2013, we make this solemn declaration believingthe same to be true.
Verified this day the ......... day of .................20......
  (1) Signature :...............
    Name :..............
    Managing Director
  (2) Signature :...............
    Name :...............
    Director  
  (3) Signature :................
    Name :................
    Director  
Solemnly affirmed and declared at ............ the................... day of ..............., 20... before me.
Commissionerof Oaths and
NotaryPublic
Attachments:
a) Copy ofboard resolution
b) Statementof assets and liabilities
c) Auditor'sreport on the statement of assets and liabilities
Annexure
Statement of assets and liabilities as at..........
Name of the company .........................
Assets
BookEstimated
ValueRealizable value
1. Balance at Bank
2. Cash in hand
3. Marketable securities
4. Bills receivables
5. Trade debtors
6. Loans & advances
7. Unpaid calls
8. Stock-in-trade
9. Work in progress
10. Freehold property
11. Leasehold property
12. Plant and machinery
13. Furniture, fittings, utensils, etc.
14. Patents, trademarks, etc.
15. Investments other than marketable securities
16. Other property
    ........................ ........................
  Total:    
    ........................ ........................
Liabilities
Estimated to rank for payment
(to the nearest rupee)
1. Secured on specific assets    
2. Secured by floating charge(s)    
3. Estimated cost of liquidation and other expense includinginterest accruing until payment of debts in full.    
4. Unsecured creditors (amounts estimated to rank for payment)    
  (a) Trade accounts    
  (b) Bills payable    
  (c) Accrued expense    
  (d) Other liabilities    
  (e) Contingent liabilities    
      .............................
    Total :  
      .............................
Total estimated value of assets Rs. ...........................
Total liabilities Rs. ...........................
Estimated surplus after paying debts in full Rs. ...........................
Remarks (1) Signature :...............
    Name :..............
    Managing Director
  (2) Signature :...............
    Name :...............
    Director  
  (3) Signature :................
    Name :................
    Director  
Place :...............    
Date :................    
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Form No. CAA.11
[Pursuant to section 233(2) and rule 25(4)]
Notice of approval of the scheme of merger
(To be filed by the transferee company to theCentral Government, Registrar and the Official Liquidator)
1. (a) Corporate Identity Number (CIN) :
(b) Global Location Number GLN) :
2. (a) Name of the transferee company:
(b) Registered office address:
(c) E-mail id:
3. Whether the transferor and transferee are:
Small companies
Holding and wholly owned subsidiaries
4. Details of transferor
(a) Corporate Identity Number (CIN) :
(b) Global Location Number GLN) :
Name of the company:
Registered office address:
E-mail id:
5. Brief particulars of compromise or arrangement involvingmerger:
6. Details of approval of the scheme of merger by thetransferee company:
(a) Approval by members
(i) Date of dispatch of notice to members:
(ii) Date of the General meeting:
(iii) Date of approval of scheme in the General meeting:
(iv) Approved by majority of: (members or class of membersholding atleast ninety percent of the total number of shares)
(b) Approval by creditors
(i) Date of dispatch of notice to creditors:
(ii) Date of the meeting of creditors:
(iii) Date of approval of scheme in creditors meeting:
(iv) Approved by majority of: (at least nine tenth in value ofcreditors)
7. Details of approval of the scheme of merger by thetransferor company:
(a) Approval by members
(i) Date of dispatch of notice to members:
(ii) Date of the General meeting:
(iii) Date of approval of scheme in the General meeting:
(iv) Approved by majority of: (members or class of membersholding atleast ninety percent of the total number of shares)
(b) Approval by creditors
(i) Date 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 valueof creditor)
Declaration
I .................... the director of the transferee companyhereby declares that-
(i) Notice of the scheme as required under section 233(1)(a)was duly sent to the Registrars and Official Liquidators of theplace where the registered office of the transferor andtransferee companies are situated and to all other persons whoare likely to be affected by the scheme and a copy of the samehas been attached herewith;
(ii) the objections to the scheme have been duly taken care ofto the satisfaction of the respective persons;
(iii) the scheme has been approved by the members andcreditors of the transferee and transferor company by therequisite majority in accordance with section 233(1)(b) and (d)respectively;
(iv) all the requirements under section 233 of the Act and therules made there have been complied with; and
(v) to the best of my knowledge and belief the informationgiven in this application and its attachments is correct andcomplete;
Date:
Place:
Signature
Attachments:
1. Copy of the scheme approved by both creditors and members;
2. Notice sent in accordance with section 233(1)(a);
3. Optional attachments, if any.
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Form No. CAA. 12
[Pursuant to section 233 and rule 25(5)]
Confirmation order of scheme of merger oramalgamation between
Ms. .................................. and Ms...................................
Pursuant to the provisions of section 233, the scheme ofcompromise, arrangement or merger of M/s......................... (transferor company) with M/s....................................... (transferee company)approved by their respective members and creditors as requiredunder section 233(1)(b) and (d), is hereby confirmed and thescheme shall be effective from the .........................dayof ..................20...
A copy of the approved scheme is attached to this order.
Signature with seal
Date
Place
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Form No. CAA. 13
[Pursuant to section 233(5) and rule 25(6)]
Application by the Central Government to theTribunal
[Heading as in Form NCLT. 4]
(Name and address of the applicant)
State the name and address of the persons who should be givenopportunity of being heard in disposing of this reference.
(Note: Please enclose as many additional copies of thereference application as there are persons as above named.)
On the basis of the information available from the documentsannexed hereto-
1. Theapplicant hereby makes reference to the National Company LawTribunal, -----, Bench, under section ................. of theCompanies Act, 2013
2. Theapplicant states as follow :
(Here set out the brief facts of the case)
3. Thesubmission of the applicant is as follows :
(Submission)
4. Theapplicant has annexed hereto the documents or copies thereof asspecified below:
Place:
Date: Signature of the applicant
List of Document
1.
2.
3.
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Form No.CAA.14
[Pursuant to section 235(1) and rule 26]
Notice to dissenting shareholders
To
....................
....................
Notice for acquiring ..........shares held by you inM/s..........(hereinafter called ‘the transferor company’)
Notice is hereby given by M/s................... (hereinaftercalled ‘the transferee company’) that an offer madeby the transferee company on ............... to all theshareholders of the transferor company for acquisition of theshares or class of shares at the price of .......... has beenapproved by the holders of ............ in value of the shares,being not less than nine-tenth in value of the said shares (otherthan shares already held at the date of the offer by thetransferee company either by itself or by its nominees orsubsidiaries).
In pursuance of the provisions of sub-section (1) of section235 of the Companies Act 2013, notice is further given that thetransferee company is desirous of acquiring ...........sharesheld by you in the transferor company at a price of Rs................, being the price paid to the approvingshareholders.
Take further note that if you are not in favour of suchacquisition of your shares by the transferee company, then youmay apply to the Tribunal within one month hereof. Unless anapplication is made by you as aforesaid or unless on suchapplication the Tribunal orders otherwise, the transferee companywill be entitled and bound to acquire the aforesaid shares heldby you in the transferor company on the terms of the abovementioned offer.
Date:
Place:
Signature
(On behalf of transferee company)
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Form No. CAA. 15
[Pursuant to section 238(1)(a) and rule 28]
Information to be furnished along withcircular in relation to any scheme or contract involving thetransfer of shares or any class of shares in the transferorcompany to the transferee company
Details of the transferee company
1. (a) Corporate Identity Number :
(b) GlobalLocation Number :
2. (a) Name of the company:
(b)Registered office address:
(c) E-mailid:
3. Whether the company is
Publiccompany
Privatecompany
OPC
4. (a) Whether the shares of the company are listed on arecognized stock exchange:
Yes
No
(b) If yes,name of the stock exchanges where shares are listed:
5. Main objects/ principal business of the company:
6. Capital structure of the company:
Authorizedshare capital:
Issued sharecapital:
Subscribedshare capital:
Paid upshare capital:
7. Debt structure of the company:
8. Details of the promoters, key managerial personnel,directors of the company:
9. Material interest and effect of the scheme on such interestof:
(i) KeyManagerial Personnel
(ii)Promoters
(iii)Directors
(iv)Debenture trustees
(v) Deposittrustees
(vi)Auditors
10.(a) Extent of shareholding of directors, Key ManagerialPersonnel, promoters, managers, managing directors of thetransferee company
Shareholder'sname -
Status(whether a director, Key Managerial Personnel, etc.) -
Share type-
Number ofshares-
Value pershare (Rs.)-
(b) Extentof shareholding of directors, Key Managerial Personnel,promoters, managers, managing director in the transferor company
Shareholder'sname
Status(whether a director, Key Managerial Personnel, etc.)-
Share type -
Number ofshares -
Value pershare (Rs.)-
11. (a) Offer made by any other person on behalf of thecompany:
Yes
No
(b) Statethe interest of the other person in the company:
Details of the transferor company
12. (a) Corporate Identity Number :
(b) GlobalLocation Number :
13. (a) Name of the company:
(b)Registered office address:
(c) E-mailid:
14. Whether the company is
Publiccompany
Privatecompany
One PersonCompany
15. (a) Whether the shares of the company is listed on arecognized stock exchange:
Yes
No
(b) If yes,name of the stock exchanges where shares are listed:
16. Main objects/ principal business of the company:
17. Capital structure of the company:
Authorizedshare capital:
Issued sharecapital:
Subscribedshare capital:
Paid upshare capital:
18. Debt structure of the company:
19. Details of the promoters, key managerial personnel,directors of the company:
20. Material interest and effect of the scheme on suchinterest of:
(i) KeyManagerial Personnel
(ii)Promoters
(iii)Directors
(iv)Debenture trustees
(v) Deposittrustees
(vi)Auditors
21. (a) Extent of shareholding of directors, Key ManagerialPersonnel, promoters, managers, managing directors of thetransferee company
Shareholder'sname-
Status(whether a director, Key Managerial Personnel, etc.)-
Share type -
Number ofshares -
Value pershare (Rs.)-
(b) Extentof shareholding of directors, Key Managerial Personnel,promoters, managers, managing director in the transferor company
Shareholder'sname-
Status(whether a director, Key Managerial Personnel, etc.)-
Share type-
Number ofshares-
Value pershare (Rs.)-
22. Any relation that subsists between transferor andtransferee company:
Details of the scheme
23. Reasons for which the offer has been recommended bydirector of the transferor company:
24. Form of consideration
Totalconsideration ..........................
Cash ..........................
Other thancash ..........................
25. if consideration is other than cash, particulars thereof:
26. if consideration involves the allotment of shares in thetransferee company,
(a) Shareexchange ratio:
(b) basis ofvaluation of shares of transferee company:
(c) Fullparticulars of the shares and the rights attached thereto:
27. Sources from which the transferee company proposes to payfor the acquisition of the said shares, if the consideration iscash:
Declaration
I/ We, .............., directors of the transferor company dosolemnly declare that the information given in this statement andenclosures is correct and complete to the best of my/ourknowledge.
Date:
Place:
Signature
Enclosures:
1. Details of transfer of shares in the transferor company byits directors, Key Managerial Personnel, promoters, manager,managing director in the two years preceding the offer;
2. Statement of valuation of shares by a registered valuer;
3. Auditor's certificate regarding the offer;
4. Offer document shall contain a statement by or on behalf oftransferee company disclosing the steps it has taken to ensurethat necessary cash will be available;
5. Details of change of name, registered office and objects ofthe transferee company;
6. Details of change of name, registered office and objects ofthe transferor company.
|}[Annexure B] [Inserted by Notification No. G.S.R. 368(e), dated 13.4.2017 (w.e.f. 14.12.2016).]Jurisdictions referred to in clause (a) of sub-rule (2) of rule 25AJurisdictions -
(i)whose securities market regulator is a signatory to International Organization of Securities Commission's Multilateral Memorandum of Understanding (Appendix A Signatories) or a signatory to bilateral Memorandum of Understanding with SEBI, or
(ii)whose central bank is a member of Bank for International Settlements (BIS), and
(iii)a jurisdiction, which is not identified in the public statement of Financial Action Task Force (FATF) as:
(a)a jurisdiction having a strategic Anti-Money Laundering or Combating the Financing of Terrorism deficiencies to which counter measures apply; or
(b)a jurisdiction that has not made sufficient progress in addressing the deficiencies or has not committed to an action plan developed with the Financial Action Task Force to address the deficiencies.