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