Monday, March 06, 2017

Fast Track mergers

Fast Track mergers

Step No. Procedure Timeline Forms B
1. Convene a Board Meeting
Convene a Board Meeting and pass the following
resolutions:

a)    Approval of the scheme;

b)    Fixing date, time and place for convening of shareholders meeting;

c)     Fixing date, time and place for convening of creditors meeting.
Both (Transferor and Transferee Companies)
2. Notice of the proposed scheme
The notice of the proposed scheme inviting
objections or suggestions, if any, shall be sent to the Registrar of
Companies (“ROC”) and Official Liquidators where registered office of the
respective

companies are situated or persons affected by the scheme along with a copy
of the Scheme.
After holding the Board meeting CAA.9 Both (Transferor and Transferee Companies)
3. Filing a declaration of solvency with the ROC
  Each of the companies involved merger files a
declaration of solvency, in the prescribed form, with the ROC where the
registered office of the company is situated, before convening the meeting
of members and creditors for approval of the scheme.
CAA.10 Both (Transferor and Transferee Companies)
4. Convening a meeting of members
The notice of the meeting sent to the
creditors shall be accompanied by –

a)    a statement, disclosing the details of the compromise or
arrangement, as far as applicable, as referred to in sub-section 230 (3)
of the Act read with sub-rule (3) of rule 6 of the Rules.

b)     the declaration of solvency made in Form No. CAA.10;

c)      a copy of the scheme.



The objections and suggestions received by the ROC, Official Liquidator
and persons affected by the scheme are considered by the companies in
their respective general meetings and the scheme is approved by the
respective members or class of members at a general meeting holding at 90%
of the total number of shares.
Clear 21 days before the date of the meeting Both (Transferor and Transferee Companies)
5. Convening a meeting of creditors
The notice of the meeting sent to the members
shall be accompanied by –

a)    a statement, disclosing the details of the compromise or
arrangement, as far as applicable, as referred to in sub-section 230 (3)
of the Act read with sub-rule (3) of rule 6 of the Rules.

b)    the declaration of solvency made in Form No. CAA.10;

c)      a copy of the scheme.



The scheme is to be approved by majority representing nine-tenths in value
of the creditors or class of creditors of respective companies indicated
in a meeting.
Clear 21 days before the date of the meeting Both (Transferor and Transferee Companies)
6. Filing of the Scheme
a)    File a copy of Scheme and report of the
result of each of the meetings with the Regional Director.



b)    A copy of the scheme along with Form CAA. 11 shall also be filed
with :



·   the ROC in Form GNL 1;



·   the Official Liquidator through hand delivery or by registered post or
speed post.
a)    Within seven days from the conclusion of
the meeting of members or creditors.
a)    CAA.11





b)    GNL 1
Transferee Company
7. Approval of the Scheme by the Regional Director
1.     On the receipt of the
scheme, if the ROC or the Official Liquidator has no objections or
suggestions to the scheme, the Regional Director shall register the same
and issue a confirmation thereof to the companies.





2.     If the ROC or Official Liquidator has any objections or
suggestions, he may communicate the same in writing to Regional Director
within a period of thirty days. If no such communication is made, it shall
be presumed that he has no objection to the scheme.





3.     If the Regional Director after receiving the objections or
suggestions or for any reason is of the opinion that such a scheme is not
in public interest or in the interest of the creditors, it may file an
application before the Tribunal in Form No. CAA.13 within a period of
sixty days of the receipt of the scheme under sub-section (2) stating its
objections and requesting that the Tribunal may consider the scheme under
section 232.





4.     On receipt of an application from the Regional Director or from any
person, if the Tribunal, for reasons to be recorded in writing, is of the
opinion that the scheme should be considered as per the procedure laid
down in section 232, the Tribunal may direct accordingly or it may confirm
the scheme by passing such order as it deems fit.





5.     If the Regional Director does not have any objection to the scheme
or it does not file any application under this section before the
Tribunal, it shall be deemed that it has no objection to the scheme.





6.     Where no objection or suggestion is received to the scheme from the
ROC and Official Liquidator or where the objection or suggestion of ROC
and Official Liquidator is deemed to be not sustainable and the Regional
Director is of the opinion that the scheme is in the public interest or in
the interest of creditors, the Regional Director shall issue a
confirmation order of such scheme of merger or amalgamation in Form No.
CAA. 12.
8. Filing of confirmation order with the ROC
  A copy of the order confirming the scheme by
the Tribunal or Regional Director shall be communicated to the ROC having
jurisdiction over the transferee company and the persons concerned and the
ROC shall register the scheme and issue a confirmation to the companies
and such confirmation shall be communicated to the ROC where transferor
company or companies were situated.
Within 30 days of the receipt of the order of
confirmation of the scheme.
Form INC-28 Both (Transferor and Transferee Companies)
Post a Comment