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      • 1. Short title, commencement and application.
      • 2. Definitions.
      • 3. Terms and conditions of acceptance of deposits by companies.
      • 4. Form and particulars of advertisements or circulars.
      • 5.
      • 6. Creation of security.
      • 7. Appointment of trustee for depositors.
      • 8. Duties of trustees.
      • 9. Meeting of depositors.
      • 10. Form of application for deposits.
      • 11. Power to nominate.
      • 12. Furnishing of deposit receipts to depositors.
      • 13. Maintenance of liquid assets and creation of deposit repayment reserve account.
      • 14. Registers of deposits.
      • 15. General provisions regarding premature repayment of deposits.
      • 16. Return of deposits to be filed with the Registrar.
      • 16A. Disclosures in the financial statement.
      • 17. Penal rate of interest.
      • 18. Power of Central Government to decide certain questions.
      • 19. Applicability of sections 73 and 74 to eligible companies.
      • 20. Statement regarding deposits existing as on the date of commencement of the Act.
      • 21. Punishment for contravention.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Manner of books of account to be kept in electronic mode.
      • 4. Conditions regarding maintenance and inspection of certain financial information by directors.
      • 5. Form of Statement containing salient features of financial statements of subsidiaries.
      • 6. Manner of consolidation of accounts.
      • 7. Transitional provisions with respect to Accounting Standards.
      • 8. Matters to be included in Board's report.
      • 8A. Matters to be included in Board’s Report for One Person Company and Small Company.
      • 9. Disclosures about CSR Policy.
      • 10. Statement containing salient features of financial statements.
      • 11. Manner of circulation of financial statements in certain cases.
      • 12. Filing of financial statements and fees to be paid thereon.
      • 13. Companies required to appoint internal auditor.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Adjudication of penalties.
      • 4. Appeal against the order of adjudicating officer.
      • 5. Registration of appeal.
      • 6. Disposal of appeal by Regional Director.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Woman director on the Board.
      • 4. Number of Independent director.
      • 5. Qualification of Independent director.
      • 6. Compliances required by a person eligible and willing to be appointed as an independent director.
      • 7. Small shareholders' director.
      • 8. Consent to act director.
      • 9. Application for allotment of Director Identification Number before appointment in an existing company.
      • 10. Allotment of DIN.
      • 11. Cancellation or surrender or Deactivation of DIN.
      • 12. Intimation or changes in particulars specified in DIN application.
      • 12A. Directors KYC.
      • 12B. Directors of company required to file eform ACTIVE.
      • 13. Notice of candidature of a person for directorship.
      • 14. Disqualification of direction under subsection (2) of section 164.
      • 15. Notice of resignation of director.
      • 16. Copy of resignation of director to be forwarded by him.
      • 17. Register of directors and key managerial personnel.
      • 18. Return containing the particular of directors and the key managerial personnel.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Filing of return of appointment.
      • 4. Sitting fees.
      • 5. Disclosure in Board's report.
      • 6. Parameters for consideration of remuneration.
      • 7. Fees.
      • 8. Appointment of Key Managerial Personnel.
      • 8A.
      • 9. Secretarial Audit Report.
      • 10. Duties of Company Secretary.
      • 1. Short title and commencement.
      • 2.
      • 3.
      • 4.
      • 5.
      • 6.
      • 7.
      • 8.
      • 9.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Manner and procedure of selection and appointment of auditors.
      • 4. Conditions for appointment and notice to Registrar.
      • 5. Class of Companies.
      • 6. Manner of rotation of auditors by the companies on expiry of their term.
      • 7. Removal of the auditor before expiry of his term.
      • 8. Resignation of auditor.
      • 9.
      • 10. Disqualifications of auditor.
      • 10A.
      • 11. Other matters to be included in auditors report.
      • 12. Duties and powers of the company's auditor with reference to the audit of the branch and the branch auditor.
      • 13. Reporting of frauds by auditor.
      • 14. Remuneration of the Cost Auditor.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3.
      • 4. Obligation of companies seeking registration to make publication.
      • 5. Other obligations of companies seeking registration.
      • 1. Short Title and Commencement.
      • 2. Definitions.
      • 3. Application for order of a meeting.
      • 4. Disclosures in application made to the Tribunal for compromise or arrangement.
      • 5. Directions at hearing of the application.
      • 6. Notice of meeting.
      • 7. Advertisement of the notice of the meeting.
      • 8. Notice to statutory authorities.
      • 9. Voting.
      • 10. Proxies.
      • 11. Copy of compromise or arrangement to be furnished by the company.
      • 12. Affidavit of service.
      • 13. Result of the meeting to be decided by voting.
      • 14. Report of the result of the meeting by Chairperson.
      • 15. Petition for confirming compromise or arrangement.
      • 16. Date and notice of hearing.
      • 17. Order on petition.
      • 18. Application for directions under section 232 of the Act.
      • 19. Directions at hearing of application.
      • 20. Order under section 232 of the Act.
      • 21. Statement of compliance in mergers and amalgamations.
      • 22. Report on working of compromise or arrangement.
      • 23. Liberty to apply.
      • 24. Liberty of the Tribunal.
      • 25. Merger or Amalgamation of certain companies.
      • 25A. Merger or amalgamation of a foreign company with a Company and vice versa.
      • 26. Notice to dissenting shareholders for acquiring the shares.
      • 26A. Purchase of minority shareholding held in demat form.
      • 27. Determination of price for purchase of minority shareholding.
      • 28. Circular containing scheme of amalgamation or merger.
      • 29. Appeal under subsection (2) of section 238 of the Act.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Corporate Social Responsibility.
      • 4. CSR Implementation.
      • 5. CSR Committees.
      • 6.
      • 7. CSR Expenditure.
      • 8. CSR Reporting.
      • 9. Display of CSR activities on its website.
      • 10. Transfer of unspent CSR amount.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Application of Cost Records.
      • 4. Applicability for cost audit.
      • 5. Maintenance of records.
      • 6. Cost audit.
      • 7.
      • 1. Short Title and Commencement.
      • 2. Definitions.
      • 3. Creation and maintenance of data bank.
      • 4. Duties of the institute.
      • 5. Panel.
      • 6. Annual report on the capacity building of independent directors.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. One Person Company.
      • 4. Nomination by the subscriber or member of One Person Company.
      • 5.
      • 6. Conversion of One Person Company into a Public company or a Private company.
      • 7. Conversion of private company into One Person Company.
      • 7A. Penalty.
      • 8. Names which resemble too nearly with name of existing company.
      • 8A. Undesirable names.
      • 8B. Word or expression which can be used only after obtaining previous approval of Central Government.
      • 9. Reservation of name or change of name.
      • 9A. Extension of reservation of name in certain cases.
      • 10.
      • 11.
      • 12. Application for incorporation of companies.
      • 13. Signing of memorandum and articles.
      • 14. Declaration by professionals.
      • 15. Declaration from Subscribers and First Directors.
      • 16. Particulars of every subscriber to be filed with the Registrar at the time of incorporation.
      • 17. Particulars of first directors of the company and their consent to act as such.
      • 18. Certificate of incorporation.
      • 19. License under section 8 for new companies with charitable objects etc.
      • 20. License for existing companies.
      • 21. Conditions for conversion of a company registered under Section 8 into a company of any other kind.
      • 22. Other conditions to be complied with by companies registered under section 8 seeking conversion into any other kind.
      • 23. Intimation to Registrar of revocation of licence issued under section 8.
      • 23A. Declaration at the time of commencement of business.
      • 24.
      • 25. Verification of registered office.
      • 25A. Active Company Tagging Identities and Verification (Active).
      • 26. Publication of name by company.
      • 27. Notice and verification of change of situation of the registered office.
      • 28. Shifting of registered office within the same State.
      • 29. Alteration of Memorandum by change of name.
      • 30. Shifting of registered office from one State or Union territory to another State.
      • 31.
      • 32. Change of objects for which money is raised through prospectus.
      • 33. Alteration of articles.
      • 33A. Allotment of a new name to the existing company under section 16(3) of the Act.
      • 34. Copies of memorandum and articles, etc. to be given to members on request being made by them.
      • 35. Service of documents.
      • 36.
      • 37. Conversion of unlimited liability company into a limited liability company by shares or guarantee.
      • 38. Simplified Proforma for Incorporating Company Electronically Plus (SPICE+).
      • 38A. Application for registration of the Goods and Service Tax Identification Number (GSTIN), Employees' State Insurance Corporation (ESIC) registration [Employees' Provident Fund Organisation (EPFO) Registration and Profession Tax Registration [,Opening of Bank Account and Shops and Establishment Registration]].
      • 39. Conversion of a company limited by guarantee into a company limited by shares.
      • 40. Application under subsection (41) of section 2 for change in financial year.
      • 41. Application under section 14 for conversion of public company into private company.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Applicability of Accounting Standards.
      • 4. Obligation to comply with Indian Accounting Standards (Ind AS).
      • 5. Exemptions.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Eligibility to issue depository receipts.
      • 4. Conditions for issue of depository receipts.
      • 5. Manner and form of depository receipts.
      • 6. Voting rights.
      • 7. Proceeds of issue.
      • 8. Depository receipts prior to commencement.
      • 9. Non applicability of certain provisions of the Act.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Register of members.
      • 4. Register of debenture holders or any other security holders.
      • 5. Maintenance of the Register of members etc. under section 88.
      • 6. Index of names to be included in Register.
      • 7. Foreign register of members, debenture holders, other security holders or beneficial owners residing outside India.
      • 8. Authentication.
      • 9. Declaration in respect of beneficial interest in any shares.
      • 10. Closure of register of members or debenture holders or other security holders.
      • 11. Annual Return.
      • 12. Extract of annual return.
      • 13.
      • 14. Inspection of registers, returns etc.
      • 15. Preservation of register of members etc. and annual return.
      • 16. Copies of the registers and annual return.
      • 17. Calling of Extraordinary general meeting by requistionists.
      • 18. Notice of the meeting.
      • 19. Proxies.
      • 20. Voting through electronic means.
      • 21. Manner in which the Chairman of meeting shall get the poll process scrutinised and report thereon.
      • 22. Procedure to be followed for conducting business through postal ballot.
      • 23. Special Notice.
      • 24. Resolutions and agreements to be filed.
      • 25. Minutes of proceedings of general meeting, meeting of Board of Directors and other meetings and resolutions passed by postal ballot.
      • 26. Copy of minute book of general meeting.
      • 27. Maintenance and inspection of document in electronic form.
      • 28. Security of records maintained in electronic form.
      • 29. Inspection and copies of records maintained in electronic form.
      • 30. Penalty.
      • 31. Report on Annual General Meeting.
      • 1. Short Title and Commencement.
      • 2. Definitions.
      • 3. Panel of mediators or conciliators.
      • 4. Qualifications for empanelment.
      • 5. Disqualifications for empanelment.
      • 6. Application for appointment of Mediator or Conciliator and his appointmen.
      • 7. Deletion from the Panel.
      • 8. Withdrawing name from Panel.
      • 9. Duty of mediator or conciliator to disclose certain facts.
      • 10. Withdrawal of appointment.
      • 11. Procedure for disposal of matters.
      • 12. Mediator or Conciliator not bound by the Indian Evidence Act, 1872 or the Code of Civil Procedure, 1908.
      • 13. Representation of parties.
      • 14. Consequences of nonattendance of parties at sessions or meetings on due dates.
      • 15. Administrative assistance.
      • 16. Offer of settlement by parties.
      • 17. Role of Mediator or Conciliator.
      • 18. Parties alone responsible for taking decision.
      • 19. Time limit for completion of mediation or conciliation.
      • 20. Parties to act in good faith.
      • 21. Confidentiality, disclosure and inadmissibility of information.
      • 22. Privacy.
      • 23. Protection of action taken in good faith.
      • 24. Communication between mediator or conciliator and the Central Government or the Tribunal or the Appellate Tribunal.
      • 25. Settlement agreement.
      • 26. Fixing date for recording settlement and passing order.
      • 27. Expenses of the mediation and conciliation.
      • 28. Ethics to be followed by Mediator or Conciliator.
      • 29. Resort to arbitral or judicial proceedings.
      • 30. Matters not to be referred to the mediation or conciliation.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Meetings of Board through video conferencing or other audio visual means.
      • 4.
      • 5. Passing of resolution by circulation.
      • 6A. Omnibus approval for related party transactions on annual basis.
      • 7. Establishment of vigil mechanism.
      • 8. Powers of Board.
      • 9. Disclosures by a director of his interest.
      • 10.
      • 11. Loan and investment by a company under section 186 of the Act.
      • 12. Register.
      • 13. Special Resolution.
      • 14. Investments of company to be held in its own name.
      • 15. Contract or arrangement with a related party.
      • 16. Register of contracts or arrangements in which directors are interested.
      • 17. Payment to director for loss of office, etc. in connection with transfer of undertaking, property or shares.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Application for obtaining status of dormant company.
      • 4. Certificate of status of dormant company.
      • 5. Register of dormant companies.
      • 6. Minimum number of directors for dormant company.
      • 7. Return of dormant companies.
      • 8. Application for seeking status of an active company.
      • 9. Fees for application to Central Government.
      • 10. Association or partnership of persons exceeding certain number.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3 to 6.
      • 7. Variation in terms of contracts referred to in the prospectus or objects for which prospectus was issued.
      • 8. Offer of Sale by Members.
      • 9. Dematerialisation of securities.
      • 9A. Issue of securities in dematerialised form by unlisted public companies.
      • 10. Shelf prospectus and Information Memorandum.
      • 11. Refund of Application Money.
      • 12. Return of Allotment.
      • 13. Payment of commission.
      • 14. Private placement.
      • 1. Short title, commencement and application.
      • 2. Definitions.
      • 3. Eligibility for registered valuers.
      • 4. Qualifications and experience.
      • 5. Valuation Examination.
      • 6. Application for certificate of registration.
      • 7. Conditions of Registration.
      • 8. Conduct of Valuation.
      • 9. Temporary surrender.
      • 10. Functions of a Valuer.
      • 11. Transitional Arrangement.
      • 12. Eligibility for registered valuers organisations.
      • 13. Application for recognition.
      • 14. Conditions of Recognition.
      • 15. Cancellation or suspension of certificate of registration or recognition.
      • 16. Complaint against a registered valuer or registered valuers organisation.
      • 17. Procedure to be followed for cancellation or suspension of registration or recognition certificate.
      • 18. Valuation Standards.
      • 19. Committee to advise on valuation matters.
      • 20. Punishment for contravention.
      • 21. Punishment for false statement.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Business activity.
      • 4. Registration offices.
      • 5. Powers and duties of Registrars.
      • 6. Seal of Registrar.
      • 7. Manner and conditions of filing.
      • 8. Authentication of documents.
      • 9. Maintaining documents electronically.
      • 10. Procedure on receipt of any application or form or document electronically.
      • 11. Vacation or removal of directors.
      • 12. Fees.
      • 13. Mode of Payment.
      • 14. Inspection, production and evidence of documents kept by Registrar.
      • 15. Inspection of documents.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Registration of creation or modification of charge.
      • 4. Application to Registrar.
      • 5. Application of rules in certain matters.
      • 6. Certificate of registration.
      • 7. Register of charges to be kept by the Registrar.
      • 8. Satisfaction of charge.
      • 9. Intimation of appointment of Receiver or Manager.
      • 10. Company's register of charges.
      • 11. Register open for inspection.
      • 12. Rectification in register of charges on account of omission or misstatement of particulars in charge previously recorded and extension of time in filing of satisfaction of charge.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Particulars relating to directors and Secretary to be furnished to the Registrar by foreign Companies.
      • 4. Financial Statement of foreign company.
      • 5. Audit of accounts of foreign company.
      • 6. List of places of business of foreign company.
      • 7. Annual Return.
      • 8. Office where documents to be delivered and fee for registration of documents.
      • 9. Certification.
      • 10. Authentication of translated documents.
      • 11. Documents to be annexed to prospectus.
      • 12. Action for improper use or description as foreign company.
      • 13. Issue of Indian Depository Receipts (IDRs).
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Removal of name of company from the Register on suomotu
      • 4. Application for removal of name of company.
      • 5. Manner of filing of application.
      • 6. Form to be certified.
      • 7. Manner of publication of notice.
      • 8. Manner of notarisation, appostilisation or consularisation of indemnity bond and declaration in case of foreign nationals or nonresident Indians.
      • 9. Notice of striking off and dissolution of company.
      • 10. Applications or forms pending before Central Government.
      • 1. Short title and Commencement.
      • 2. Restriction on number of layers for certain classes of holding companies.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Application.
      • 4. Equity shares with differential rights.
      • 5. Certificate of shares (where shares are not in demat form).
      • 6. Issue of renewed or duplicate share certificate.
      • 7. Maintenance of share certificate forms and related books and documents.
      • 8. Issue of sweat equity shares.
      • 9. Issue and redemption of preference shares.
      • 10. Issue and redemption of preference shares by company in infrastructural projects.
      • 11. Instrument of transfer.
      • 12. Issue of employee stock options.
      • 12A. Period for notice under subclause (i) of clause (a) of subsection (1) of section 62.
      • 13. Issue of shares on preferential basis.
      • 14. Issue of Bonus Shares.
      • 15. Notice to Registrar for alteration of share capital.
      • 16. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.
      • 17. Buyback of shares or other securities.
      • 18. Debentures.
      • 19. Nomination by securities holders.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 2A. Duty of the reporting company.
      • 3. Declaration of significant beneficial ownership under section 90.
      • 4. Return of significant beneficial owners in shares.
      • 5. Register of significant beneficial owners.
      • 6. Notice seeking information about significant beneficial owners.
      • 7. Application to the Tribunal.
      • 8. NonApplicability.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 2A. Companies not to be considered as listed companies.
      • 3. Related party.
      • 4. List of relatives in terms of clause (77) of section 2.
      • 1. Short title and Commencement.
      • 2. Definitions.
      • 3. Transfer of pending proceedings relating to cases other than Winding up.
      • 4. Pending proceeding relating to Voluntary Winding up.
      • 5. Transfer of pending proceedings of Winding up on the ground of inability to pay debts.
      • 6. Transfer of pending proceedings of Winding up matters on the grounds other than inability to pay debts.
      • 7. Transfer of Records.
      • 8. Fees not to be paid.
      • 1. Short title commencement and application.
      • 2. Definitions.
      • 3. Petition for winding up.
      • 4. Statement of affairs.
      • 5. Admission of petition and directions as to advertisement.
      • 6. Copy of petition to be furnished.
      • 7. Advertisement of petition.
      • 8. Application for leave to withdraw petition.
      • 9. Substitution for original petitioner.
      • 10. Procedure on substitution.
      • 11. Affidavitinobjection.
      • 12. Affidavit in reply.
      • 13. Applicability.
      • 14. Appointment of provisional liquidator or Company Liquidator.
      • 15. Rules applicable to provisional liquidator.
      • 16. Costs etc. of provisional liquidator.
      • 17. Order to be sent to liquidator and form of order.
      • 18. Contents of winding up order.
      • 19. Directions on making winding up order.
      • 20. Advertisement of order.
      • 21. Declaration by Company Liquidator.
      • 22. Company Liquidator to take charge of assets and books and papers of company.
      • 23. Form of proceedings after winding up order is made.
      • 24. Application for leave to commence or continue suit or proceeding.
      • 25. Report by Company Liquidator.
      • 26. Inspection of statement of affairs and report.
      • 27. Consideration of report by Tribunal.
      • 28. Provisional list of contributors.
      • 29. Notice to be given of date of settlement.
      • 30. Settlement of list.
      • 31. Notice of settlement to contributors.
      • 32. Supplemental list of contributors.
      • 33. Variation of list.
      • 34. Application for rectification of list.
      • 35. List of contributors consisting of past members.
      • 36. Meeting of creditors and contributors.
      • 37. Company Liquidator to report result of meeting.
      • 38. Filling up of vacancy in advisory committee.
      • 39. Company Liquidator and members of advisory committee dealing with company's assets.
      • 40. Advisory committee not to make profit.
      • 41. Cost of obtaining order of Tribunal.
      • 42. Order sanctioning payment to advisory committee.
      • 43. Meetings of advisory committee.
      • 44. Application of rules to meetings.
      • 45. Notice of meeting.
      • 46. Place and time of meeting.
      • 47. Notice of first or other meeting to officers of company.
      • 48. Proof of notice.
      • 49. Costs of meeting.
      • 50. Chairman of meeting.
      • 51. Resolution at creditors' meeting.
      • 52. Resolution of contributors' meeting.
      • 53. Copies of resolution to be filed.
      • 54. Nonreceipt of notice by creditor or contributory.
      • 55. Adjournments.
      • 56. Quorum.
      • 57. Procedure in absence of quorum.
      • 58. When creditor can vote.
      • 59. Case in which creditors may not vote.
      • 60. When secured creditor can vote.
      • 61. Effect of voting by a secured creditor.
      • 62. Procedure when secured creditor votes without surrendering security.
      • 63. Admission or rejection of proof for purposes of voting.
      • 64. Minutes of proceedings.
      • 65. Report to Tribunal.
      • 66. Voting by proxies.
      • 67. Form of proxies.
      • 68. Proxies to Company Liquidator or chairman of meeting.
      • 69. Use of proxies by deputy.
      • 70. Forms to be sent with notice.
      • 71. Proxies to be lodged.
      • 72. Holder of proxy not to vote on matter in which he is financially interested.
      • 73. Minor not to be appointed proxy.
      • 74. Filling in proxy where creditor or contributory is blind or incapable.
      • 75. Proxy of person not acquainted with English.
      • 76. Submission of periodical reports to the tribunal.
      • 77. Employment of additional or special staff by Official Liquidator.
      • 78. Declaration by professional.
      • 79. Record book to be maintained by Company Liquidator.
      • 80. Registers and books to be maintained by Company Liquidator.
      • 81. All money to be paid into special bank account in a scheduled bank.
      • 82. Bills cheques etc. to be deposited with bank.
      • 83. Payments into Bank.
      • 84. Company Liquidator's Dividend Account.
      • 85. Where the company has no available assets.
      • 86. Investment of surplus funds.
      • 87. Company Liquidator to examine accounts for purposes of investment.
      • 88. Investments to be made by Bank.
      • 89. Dividend and interest to be credited.
      • 90. Refunds of taxes.
      • 91. Halfyearly accounts to be filed.
      • 92. Form of account.
      • 93. Nil account.
      • 94. Registry to send copy of account to auditor.
      • 95. Audit of Company Liquidator's accounts.
      • 96. Audit certificate to be filed.
      • 97. Audit fees.
      • 98. Inspection of account and certificate of audit.
      • 99. Account and auditor's report to be placed before Tribunal.
      • 100. Notice for proving debts.
      • 101. Proof of debt.
      • 102. Mode of proof and verification thereof.
      • 103. Contents of proof.
      • 104. Workman's dues.
      • 105. Production of bills of exchange and promissory notes.
      • 106. Value of debts.
      • 107. Discount.
      • 108. Interest.
      • 109. Periodical payments.
      • 110. Proof of debt payable at future time.
      • 111. Examination of proof.
      • 112. Company Liquidator's right to call any person in connection with investigation.
      • 113. Affidavit.
      • 114. Costs of proof.
      • 115. Acceptance or rejection of proof to be communicated.
      • 116. Appeal by creditor.
      • 117. Procedure where creditor appeals.
      • 118. Company Liquidator not to be personally liable for costs.
      • 119. Proofs and list of creditors to be filed in Tribunal.
      • 120. List of creditors not to be varied.
      • 121. Notice of filing list and inspection of same.
      • 122. Expunging of proof.
      • 123. Procedure on failure to prove debt within time fixed.
      • 124. Right of creditor who has not proved debt before declaration of dividend.
      • 125. Payment of subsequent interest.
      • 126. Attendance at proceedings.
      • 127. Representation of creditors and contributors before Tribunal.
      • 128. Powers of Company Liquidator.
      • 129. Company Liquidator to be in position of receiver.
      • 130. Company's property to be surrendered to Company Liquidator on requisition.
      • 131. Calls by Company Liquidator.
      • 132. Company Liquidator to realise uncalled capital.
      • 133. Application for leave to make call.
      • 134. Notice of application.
      • 135. Order granting leave to make call and document making call.
      • 136. Service of notice of call.
      • 137. Order for payment of call.
      • 138. Other moneys due by contributors.
      • 139. Application for examination under section 299.
      • 140. Directions at hearing of application.
      • 141. Service of summons.
      • 142. Conduct of examination.
      • 143. Notes of deposition.
      • 144. Order for examination under section 300.
      • 145. Notice of examination.
      • 146. Adjournment of examination for orders of Tribunal.
      • 147. Procedure for contumacy.
      • 148. Notes of examination.
      • 149. Application under subsection (5) of section 300.
      • 150. Warrant of arrest of contributory.
      • 151. Prison to which contributory arrested on warrant is to be taken.
      • 152. Execution of warrant of arrest outside jurisdiction of Tribunal.
      • 153. Application under section 339 or section 340.
      • 154. Directions at preliminary hearing of summons.
      • 155. Liberty to apply for further directions.
      • 156. Application for disclaimer.
      • 157. Preliminary hearing of application.
      • 158. Claimant to furnish statement of his interest.
      • 159. Service of notice.
      • 160. Order granting leave to disclaim.
      • 161. Disclaimer to be filed in Tribunal.
      • 162. Vesting of disclaimed property.
      • 163. No claim to be compromised or abandoned without sanction of Tribunal.
      • 164. Application for sanction of compromise.
      • 165. Sale to be subject to sanction and to confirmation by Tribunal.
      • 166. Procedure at sale.
      • 167. Expenses of sale.
      • 168. Declaration of dividend or return of capital.
      • 169. Notice of declaration.
      • 170. Form of authority to pay dividend.
      • 171. Transmission of dividends etc. by post.
      • 172. Form of order directing return of capital.
      • 173. Payment of dividend or return of capital due to deceased creditor or contributory.
      • 174. Company Liquidator to apply for dissolution.
      • 175. Dissolution of company.
      • 176. Liquidator to pay the balance into Company Liquidation Dividend and Undistributed Assets Account.
      • 177. Conclusion of winding up.
      • 178. Application to declare dissolution void.
      • 179. Statement to accompany payment.
      • 180. Unclaimed dividends or undistributed assets under investment.
      • 181. Application by person for payment of money paid into the Company Liquidation Dividend and Undistributed Assets Account.
      • 182. Cost and expenses payable out of the assets in a winding up by Tribunal.
      • 183. Costs in the discretion of Tribunal.
      • 184. Bill of costs by authorised representative etc. employed by Company Liquidator.
      • 185. Fees in misfeasance proceeding.
      • 186. Fees when proceeding is compromised.
      • 187. Costs of parties having common interest.
      • 188. Tribunal's power to fix a fee.
      • 189. Allowance to witnesses.
      • 190. Powers and functions of Official Liquidator.
      • 191. Inspection of file.
      • 1. Short title, extent, commencement and application.
      • 2. Definitions.
      • 3. Formation of company.
      • 3A.
      • 4. Memorandum.
      • 5. Articles.
      • 6. Act to override memorandum, articles, etc.
      • 7. Incorporation of company.
      • 8. Formation of companies with charitable objects, etc.
      • 9. Effect of registration.
      • 10. Effect of memorandum and articles.
      • 10A. Commencement of business, etc.
      • 11.
      • 12. Registered office of company.
      • 13. Alteration of memorandum.
      • 14. Alteration of articles.
      • 15. Alteration of memorandum or articles to be noted in every copy.
      • 16. Rectification of name of company.
      • 17. Copies of memorandum, articles,etc., to be given to members.
      • 18. Conversion of companies already registered.
      • 19. Subsidiary company not to hold shares in its holding company.
      • 20. Service of documents.
      • 21. Authentication of documents, proceedings and contracts.
      • 22. Execution of bills of exchange, etc.
      • 23. Public offer and private placement.
      • 24. Power of Securities and Exchange Board to regulate issue and transfer of securities, etc.
      • 25. Document containing offer of securities for sale to be deemed prospectus.
      • 26. Matters to be stated in prospectus.
      • 27. Variation in terms of contract or objects in prospectus.
      • 28. Offer of sale of shares by certain members of company.
      • 29. Public offer of securities to be in dematerialised form.
      • 30. Advertisement of prospectus.
      • 31. Shelf prospectus.
      • 32. Red herring prospectus.
      • 33. Issue of application forms for securities.
      • 34. Criminal liability for misstatements in prospectus.
      • 35. Civil liability for misstatements in prospectus.
      • 36. Punishment for fraudulently inducing persons to invest money.
      • 37. Action by affected persons.
      • 38. Punishment for personation for acquisition, etc., of securities.
      • 39. Allotment of securities by company.
      • 40. Securities to be dealt with in stock exchanges.
      • 41. Global depository receipt.
      • 42. Issue of shares on private placement basis.
      • 43. Kinds of share capital.
      • 44. Nature of shares or debentures.
      • 45. Numbering of shares.
      • 46.Certificate of shares.
      • 47. Voting rights.
      • 48. Variation of shareholders' rights.
      • 49. Calls on shares of same class to be made on uniform basis.
      • 50. Company to accept unpaid share capital, although not called up.
      • 51. Payment of dividend in proportion to amount paidup.
      • 52. Application of premiums received on issue of shares.
      • 53. Prohibition on issue of shares at discount.
      • 54. Issue of sweat equity shares.
      • 55. Issue and redemption of preference shares.
      • 56. Transfer and transmission of securities.
      • 57. Punishment for personation of shareholder.
      • 58. Refusal of registration and appeal against refusal.
      • 59. Rectification of register of members.
      • 60. Publication of authorised, subscribed and paidup capital.
      • 61. Power of limited company to alter its share capital.
      • 62. Further issue of share capital.
      • 63. Issue of bonus shares.
      • 64. Notice to be given to Registrar for alteration of share capital.
      • 65. Unlimited company to provide for reserve share capital on conversion into limited company.
      • 66. Reduction of share capital.
      • 67. Restrictions on purchase by company or giving of loans by it for purchase of its shares.
      • 68. Power of company to purchase its own securities.
      • 69. Transfer of certain sums to capital redemption reserve account.
      • 70. Prohibition for buyback in certain circumstances.
      • 71. Debentures.
      • 72. Power to nominate.
      • 73. Prohibition on acceptance of deposits from public.
      • 74. Repayment of deposits, etc., accepted before commencement of this Act.
      • 75. Damages for fraud.
      • 76. Acceptance of deposits from public by certain companies.
      • 76A. Punishment for contravention of section 73 or section 76.
      • 77. Duty to register charges, etc.
      • 78. Application for registration of charge.
      • 79. Section 77 to apply in certain matters.
      • 80. Date of notice of charge.
      • 81. Register of charges to be kept by Registrar.
      • 82. Company to report satisfaction of charge.
      • 83. Power of Registrar to make entries of satisfaction and release in absence of intimation from company.
      • 84. Intimation of appointment of receiver or manager.
      • 85. Company's register of charges.
      • 86. Punishment for contravention.
      • 87. Rectification by Central Government in Register of charges.
      • 88. Register of members, etc.
      • 89. Declaration in respect of beneficial interest in any share.
      • 90. Register of significant beneficial owners in a company.
      • 91. Power to close register of members or debentureholders or other security holders.
      • 92. Annual return.
      • 93.
      • 94. Place of keeping and inspection of registers, returns, etc.
      • 95. Registers, etc., to be evidence.
      • 96. Annual general meeting.
      • 97. Power of Tribunal to call annual general meeting.
      • 98. Power of Tribunal to call meetings of members, etc.
      • 99. Punishment for default in complying with provisions of sections 96 to 98.
      • 100. Calling of extraordinary general meeting.
      • 101. Notice of meeting.
      • 102. Statement to be annexed to notice.
      • 103. Quorum for meetings.
      • 104. Chairman of meetings.
      • 105. Proxies.
      • 106. Restriction on voting rights.
      • 107. Voting by show of hands.
      • 108. Voting through electronic means.
      • 109. Demand for poll.
      • 110. Postal ballot.
      • 111. Circulation of members' resolution.
      • 112. Representation of President and Governors in meetings.
      • 113. Representation of corporations at meeting of companies and of creditors.
      • 114. Ordinary and special resolutions.
      • 115. Resolutions requiring special notice.
      • 116. Resolutions passed at adjourned meeting.
      • 117. Resolutions and agreements to be filed.
      • 118. Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot.
      • 119. Inspection of minutebooks of general meeting.
      • 120. Maintenance and inspection of documents in electronic form.
      • 121. Report on annual general meeting.
      • 122. Applicability of this Chapter to One Person Company.
      • 123. Declaration of dividend.
      • 124. Unpaid Dividend Account.
      • 125. Investor Education and Protection Fund.
      • 126. Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares.
      • 127. Punishment for failure to distribute dividends.
      • 128. Books of account, etc., to be kept by company.
      • 129. Financial statement.
      • 129A. Periodical financial results.
      • 130. Reopening of accounts on court's or Tribunal's orders.
      • 131. Voluntary revision of financial statements or Board's report.
      • 132. Constitution of National Financial Reporting Authority.
      • 133. Central Government to prescribe accounting standards.
      • 134. Financial statement, Board's report, etc.
      • 135. Corporate Social Responsibility.
      • 136. Right of member to copies of audited financial statement.
      • 137. Copy of financial statement to be filed with Registrar.
      • 138. Internal audit.
      • 139. Appointment of auditors.
      • 140. Removal, resignation of auditor and giving of special notice.
      • 141. Eligibility, qualifications and is qualifications of auditors.
      • 142. Remuneration of auditors.
      • 143. Powers and duties of auditors and auditing standards.
      • 144. Auditor not to render certain services.
      • 145. Auditor to sign audit reports, etc.
      • 146. Auditors to attend general meeting.
      • 147. Punishment for contravention.
      • 148. Central Government to specify audit of items of cost in respect of certain companies.
      • 149. Company to have Board of Directors.
      • 150. Manner of selection of independent directors and maintenance of data bank of independent directors.
      • 151. Appointment of director elected by small shareholders.
      • 152. Appointment of directors.
      • 153. Application for allotment of Director Identification Number.
      • 154. Allotment of Director Identification Number.
      • 155. Prohibition to obtain more than one Director Identification Number.
      • 156. Director to intimate Director Identification Number.
      • 157. Company to inform Director Identification Number to Registrar.
      • 158. Obligation to indicate Director Identification Number.
      • 159. Penalty for default of certain provisions.
      • 160. Right of persons other than retiring directors to stand for directorship.
      • 161. Appointment of additional director, alternate director and nominee director.
      • 162. Appointment of directors to be voted individually.
      • 163. Option to adopt principle of proportional representation for appointment of directors.
      • 164. Disqualifications for appointment of director.
      • 165. Number of directorships.
      • 166. Duties of directors.
      • 167. Vacation of office of director.
      • 168. Resignation of director.
      • 169. Removal of directors.
      • 170. Register of directors and key managerial personnel and their shareholding.
      • 171. Members' right to inspect.
      • 172. Penalty.
      • 173. Meetings of Board.
      • 174. Quorum for meetings of Board.
      • 175. Passing of resolution by circulation.
      • 176. Defects in appointment of directors not to invalidate actions taken.
      • 177. Audit Committee.
      • 178. Nomination and Remuneration Committee and Stakeholders Relationship Committee.
      • 179. Powers of Board.
      • 180. Restrictions on powers of Board.
      • 181. Company to contribute to bona fide and charitable funds, etc.
      • 182. Prohibitions and restrictions regarding political contributions.
      • 183. Power of Board and other persons to make contributions to national defence fund, etc.
      • 184. Disclosure of interest by director.
      • 185. Loan to directors, etc.
      • 186. Loan and investment by company.
      • 187. Investments of company to be held in its own name.
      • 188. Related party transactions.
      • 189. Register of contracts or arrangements in which directors are interested.
      • 190. Contract of employment with managing or wholetime directors.
      • 191. Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares.
      • 192. Restriction on noncash transactions involving directors.
      • 193. Contract by One Person Company.
      • 194.
      • 195.
      • 196. Appointment of managing director, wholetime director or manager.
      • 197. Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits.
      • 198. Calculation of profits.
      • 199. Recovery of remuneration in certain cases.
      • 200. Central Government or company to fix limit with regard to remuneration.
      • 201. Forms of, and procedure in relation to, certain applications.
      • 202. Compensation for loss of office of managing or wholetime director or manager.
      • 203. Appointment of key managerial personnel.
      • 204. Secretarial audit for bigger companies.
      • 205. Functions of company secretary.
      • 206. Power to call for information, inspect books and conduct inquiries.
      • 207. Conduct of inspection and inquiry.
      • 208. Report on inspection made.
      • 209. Search and seizure.
      • 210. Investigation into affairs of company.
      • 211. Establishment of Serious Fraud Investigation Office.
      • 212. Investigation into affairs of Company by Serious Fraud Investigation Office.
      • 213. Investigation into company's affairs in other cases.
      • 214. Security for payment of costs and expenses of investigation.
      • 215. Firm, body corporate or association not to be appointed as inspector.
      • 216. Investigation of ownership of company.
      • 217. Procedure, powers, etc., of inspectors.
      • 218. Protection of employees during investigation.
      • 219. Power of inspector to conduct investigation into affairs of related companies, etc.
      • 220. Seizure of documents by inspector.
      • 221. Freezing of assets of company on inquiry and investigation.
      • 222. Imposition of restrictions upon securities.
      • 223. Inspector's report.
      • 224. Actions to be taken in pursuance of inspector's report.
      • 225. Expenses of investigation.
      • 226. Voluntary winding up of company, etc., not to stop investigation proceedings.
      • 227. Legal advisers and bankers not to disclose certain information.
      • 228. Investigation, etc., of foreign companies.
      • 229. Penalty for furnishing false statement, mutilation, destruction of documents.
      • 230. Power to compromise or make arrangements with creditors and members.
      • 231. Power of Tribunal to enforce compromise or arrangement.
      • 232. Merger and amalgamation of companies.
      • 233. Merger or amalgamation of certain companies.
      • 234. Merger or amalgamation of company with foreign company.
      • 235. Power to acquire shares of shareholders dissenting from scheme or contract approved by majority.
      • 236. Purchase of minority shareholding.
      • 237. Power of Central Government to provide for amalgamation of companies in public interest.
      • 238. Registration of offer of schemes involving transfer of shares.
      • 239. Preservation of books and papers of amalgamated companies.
      • 240. Liability of officers in respect of offences committed prior to merger, amalgamation, etc.
      • 241. Application to Tribunal for relief in cases of oppression, etc.
      • 242. Powers of Tribunal.
      • 243. Consequence of termination or modification of certain agreements.
      • 244. Right to apply under section 241.
      • 245. Class action.
      • 246. Application of certain provisions to proceedings under section 241 or section 245.
      • 247. Valuation by registered valuers.
      • 248. Power of Registrar to remove name of company from register of companies.
      • 249. Restrictions on making application under section 248 in certain situations.
      • 250. Effect of company notified as dissolved.
      • 251. Fraudulent application for removal of name.
      • 252. Appeal to Tribunal.
      • 253.
      • 254.
      • 255.
      • 256.
      • 257.
      • 258.
      • 259.
      • 260.
      • 261.
      • 262.
      • 263.
      • 264.
      • 265.
      • 266.
      • 267.
      • 268.
      • 269.
      • 270. Winding up by Tribunal.
      • 271. Circumstances in which company may be wound up by Tribunal.
      • 272. Petition for winding up.
      • 273. Powers of Tribunal.
      • 274. Directions for filing statement of affairs.
      • 275. Company Liquidators and their appointments.
      • 276. Removal and replacement of liquidator.
      • 277. Intimation to Company Liquidator, provisional liquidator and Registrar.
      • 278. Effect of winding up order.
      • 279. Stay of suits, etc., on winding up order.
      • 280. Jurisdiction of Tribunal.
      • 281. Submission of report by Company Liquidator.
      • 282. Directions of Tribunal on report of Company Liquidator.
      • 283. Custody of company's properties.
      • 284. Promoters, directors, etc., to cooperate with Company Liquidator.
      • 285. Settlement of list of contributories and application of assets.
      • 286. Obligations of directors and managers.
      • 287. Advisory committee.
      • 288. Submission of periodical reports to Tribunal.
      • 289.
      • 290. Powers and duties of Company Liquidator.
      • 291. Provision for professional assistance to Company Liquidator.
      • 292. Exercise and control of Company Liquidator's powers.
      • 293. Books to be kept by Company Liquidator.
      • 294. Audit of Company Liquidator's accounts.
      • 295. Payment of debts by contributory and extent of setoff.
      • 296. Power of Tribunal to make calls.
      • 297. Adjustment of rights of contributories.
      • 298. Power to order costs.
      • 299. Power to summon persons suspected of having property of company, etc.
      • 300. Power to order examination of promoters, directors, etc.
      • 301. Arrest of person trying to leave India or abscond.
      • 302. Dissolution of company by Tribunal.
      • 303. Appeals from orders made before commencement of Act.
      • 304.
      • 305.
      • 306.
      • 307.
      • 308.
      • 309.
      • 310.
      • 311.
      • 312.
      • 313.
      • 314.
      • 315.
      • 316.
      • 317.
      • 318.
      • 319.
      • 320.
      • 321.
      • 322.
      • 323.
      • 324. Debts of all descriptions to be admitted to proof.
      • 325.
      • 326. Overriding preferential payments.
      • 327. Preferential payments.
      • 328. Fraudulent preference.
      • 329. Transfers not in good faith to be void.
      • 330. Certain transfers to be void.
      • 331. Liabilities and rights of certain persons fraudulently preferred.
      • 332. Effect of floating charge.
      • 333. Disclaimer of onerous property.
      • 334. Transfer, etc., after commencement of winding up to be void.
      • 335. Certain attachments, executions, etc., in winding up by Tribunal to be void.
      • 336. Offences by officers of companies in liquidation.
      • 337. Penalty for frauds by officers.
      • 338. Liability where proper accounts not kept.
      • 339. Liability for fraudulent conduct of business.
      • 340. Power of Tribunal to assess damages against delinquent directors, etc.
      • 341. Liability under sections 339 and 340 to extend to partners or directors in firms or companies.
      • 342. Prosecution of delinquent officers and members of company.
      • 343. Liquidator to exercise certain powers subject to sanction.
      • 344. Statement that company is in liquidation.
      • 345. Books and papers of company to be evidence.
      • 346. Inspection of books and papers by creditors and contributories.
      • 347. Disposal of books and papers of company.
      • 348. Information as to pending liquidations.
      • 349. Official Liquidator to make payments into public account of India.
      • 350. Company Liquidator to deposit monies into scheduled bank.
      • 351. Liquidator not to deposit monies into private banking account.
      • 352. Company Liquidation Dividend and Undistributed Assets Account.
      • 353. Liquidator to make returns, etc.
      • 354. Meetings to ascertain wishes of creditors or contributories.
      • 355. Court, tribunal or person, etc., before whom affidavit may be sworn.
      • 356. Powers of Tribunal to declare dissolution of company void.
      • 357. Commencement of winding up by Tribunal.
      • 358. Exclusion of certain time in computing period of limitation.
      • 359. Appointment of Official Liquidator.
      • 360. Powers and functions of Official Liquidator.
      • 361. Summary procedure for liquidation.
      • 362. Sale of assets and recovery of debts due to company.
      • 363. Settlement of claims of creditors by Official Liquidator.
      • 364. Appeal by creditor.
      • 365. Order of dissolution of company.
      • 366. Companies capable of being registered.
      • 367. Certificate of registration of existing companies.
      • 368. Vesting of property on registration.
      • 369. Saving of existing liabilities.
      • 370. Continuation of pending legal proceedings.
      • 371. Effect of registration under this Part.
      • 372. Power of Court to stay or restrain proceedings.
      • 373. Suits stayed on winding up order.
      • 374. Obligations of companies registering under this Part.
      • 375. Winding up of unregistered companies.
      • 376. Power to wind up foreign companies, although dissolved.
      • 377. Provisions of Chapter cumulative.
      • 378. Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases.
      • 378A. Definitions.
      • 378B. Objects of Producer Company.
      • 378C. Formation of Producer Company and its registration.
      • 378D. Membership and voting rights of Members of Producer Company.
      • 378E. Benefits to Members.
      • 378F. Memorandum of Producer Company.
      • 378G. Articles of association.
      • 378H. Amendment of memorandum.
      • 378I. Amendment of articles.
      • 378J. Option to interState cooperative societies to become Producer Companies.
      • 378K. Effect of incorporation of Producer Company.
      • 378L. Vesting of undertaking in Producer Company.
      • 378M. Concession, etc., to be deemed to have been granted to Producer Company.
      • 378N. Provisions in respect of officers and other employees of interState cooperative society.
      • 378O. Number of directors.
      • 378P. Appointment of directors.
      • 378Q. Vacation of office by directors.
      • 378R. Powers and functions of Board.
      • 378S. Matters to be transacted at general meeting.
      • 378T. Liability of directors.
      • 378U. Committee of directors.
      • 378V. Meetings of Board and quorum.
      • 378W. Chief Executive and his functions.
      • 378X. Secretary of Producer Company.
      • 378Y. Quorum.
      • 378Z. Voting rights.
      • 378ZA. Annual general meetings.
      • 378ZB. Share capital.
      • 378ZC. Special user rights.
      • 378ZD. Transferability of shares and attendant rights.
      • 378ZE. Books of account.
      • 378ZF. Internal audit.
      • 378ZG. Duties of auditor under this Chapter.
      • 378ZH. Donation or subscription by Producer Company.
      • 378ZI. General and other reserves.
      • 378ZJ. Issue of bonus shares.
      • 378ZK. Loan, etc., to Members.
      • 378ZL. Investment in other companies, formation of subsidiaries, etc.
      • 378ZM. Penalty for contravention.
      • 378ZN. Amalgamation, merger or division, etc., to form new Producer Companies.
      • 378ZO. Disputes.
      • 378ZP. Strike off name of Producer Company.
      • 378ZQ. Provisions of this Chapter to override other laws.
      • 378ZR. Application of provisions relating to private companies.
      • 378ZS. Reconversion of Producer Company to interState cooperative society.
      • 378ZT. Power to modify Act in its application to Producer Companies.
      • 378ZU. Power of make rules.
      • 379. Application of Act to foreign companies.
      • 380. Documents, etc., to be delivered to Registrar by foreign companies.
      • 381. Accounts of foreign company.
      • 382. Display of name, etc., of foreign company.
      • 383. Service on foreign company.
      • 384. Debentures, annual return, registration of charges, books of account and their inspection.
      • 385. Fee for registration of documents.
      • 386. Interpretation.
      • 387. Dating of prospectus and particulars to be contained therein.
      • 388. Provisions as to expert's consent and allotment.
      • 389. Registration of prospectus.
      • 390. Offer of Indian Depository Receipts.
      • 391. Application of sections 34 to 36 and Chapter XX.
      • 392. Punishment for contravention.
      • 393. Company's failure to comply with provisions of this Chapter not to affect validity of contracts, etc.
      • 393A. Exemptions under this Chapter.
      • 394. Annual reports on Government companies.
      • 395. Annual reports where one or more State Governments are members of companies.
      • 396. Registration offices.
      • 397. Admissibility of certain documents as evidence.
      • 398. Provisions relating to filing of applications, documents, inspection, etc., in electronic form.
      • 399. Inspection, production and evidence of documents kept by Registrar.
      • 400. Electronic form to be exclusive, alternative or in addition to physical form.
      • 401. Provision of value added services through electronic form.
      • 402. Application of provisions of Information Technology Act, 2000.
      • 403. Fee for filing, etc.
      • 404. Fees, etc., to be credited into public account.
      • 405. Power of Central Government to direct companies to furnish information or statistics.
      • 406. Provision relating to Nidhis and its application etc.
      • 407. Definitions.
      • 408. Constitution of National Company Law Tribunal.
      • 409. Qualification of President and Members of Tribunal.
      • 410. Constitution of Appellate Tribunal.
      • 411. Qualifications of chairperson and Members of Appellate Tribunal.
      • 412. Selection of Members of Tribunal and Appellate Tribunal.
      • 413. Term of office of President, chairperson and other Members.
      • 414. Salary, allowances and other terms and conditions of service of Members.
      • 415. Acting President and Chairperson of Tribunal or Appellate Tribunal.
      • 416. Resignation of Members.
      • 417. Removal of Members.
      • 417A. Qualifications, terms and conditions of service of Chairperson and Member.
      • 418. Staff of Tribunal and Appellate Tribunal.
      • 418A. Benches of Appellate Tribunal.
      • 419. Benches of Tribunal.
      • 420. Orders of Tribunal.
      • 421. Appeal from orders of Tribunal.
      • 422. Expeditious disposal by Tribunal and Appellate Tribunal.
      • 423. Appeal to Supreme Court.
      • 424. Procedure before Tribunal and Appellate Tribunal.
      • 425. Power to punish for contempt.
      • 426. Delegation of powers.
      • 427. President, Members, officers, etc., to be public servants.
      • 428. Protection of action taken in good faith.
      • 429. Power to seek assistance of Chief Metropolitan Magistrate, etc.
      • 430. Civil court not to have jurisdiction.
      • 431. Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings.
      • 432. Right to legal representation.
      • 433. Limitation.
      • 434. Transfer of certain pending proceedings.
      • 435. Establishment of Special Court.
      • 436. Offences triable by Special Courts.
      • 437. Appeal and revision.
      • 438. Application of Code to proceedings before Special Court.
      • 439. Offences to be noncognizable.
      • 440. Transitional provisions.
      • 441. Compounding of certain offences.
      • 442. Mediation and Conciliation Panel.
      • 443. Power of Central Government to appoint company prosecutors.
      • 444. Appeal against acquittal.
      • 445. Compensation for accusation without reasonable cause.
      • 446. Application of fines.
      • 446A. Factors for determining level of punishment.
      • 446B. Lesser penalties for certain companies.
      • 447. Punishment for fraud.
      • 448. Punishment for false evidence. Punishment for false statement.
      • 449. Punishment where no specific penalty or punishment is provided.
      • 450. Punishment for wrongful withholding of property.
      • 451. Punishment in case of repeated default.
      • 452. Punishment for improper use of "Limited" or "Private Limited".
      • 453. Adjudication of penalties.
      • 454. Dormant company.
      • 454A. Penalty for repeated default.
      • 455. Dormant company.
      • 456. Protection of action taken in good faith.
      • 457. Nondisclosure of information in certain cases.
      • 458. Delegation by Central Government of its powers and functions.
      • 459. Powers of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications.
      • 460. Condonation of delay in certain cases.
      • 461. Annual report by Central Government.
      • 462. Power to exempt class or classes of companies from provisions of this Act.
      • 463. Power of court to grant relief in certain cases.
      • 464. Prohibition of association or partnership of persons exceeding certain number.
      • 465. Repeal of certain enactments and savings.
      • 466. Dissolution of Company Law Board and consequential provisions.
      • 467. Power of Central Government to amend Schedules.
      • 468. Powers of Central Government to make rules relating to winding up.
      • 469. Power of Central Government to make rules.
      • 470. Power to remove difficulties.
      • 1. Short title, extent and commencement.
      • 2. Definitions.
      • 3. Fund.
      • 4. Accounts and audit.
      • 5. Statement to be furnished to the Fund.
      • 6. Manner of transfer of shares under subsection (6) of section 124 to the Fund.
      • 6A. Manner of transfer of shares under subsection (9) of section 90 of the Act to the Fund.
      • 7. Refund to claimants from Fund.
      • 8. Power to direct payment of amount due to the Fund.
      • 9. Transfer of assets, liabilities, etc., of the existing IEPF to the Authority.
      • 10. Returns and reports.
      • 11. Protection of action taken in good faith.
      • 12. Repeal and savings.
      • 1. Short title, extent and commencement.
      • 2. Definitions.
      • 3. Establishment of the Authority.
      • 4. Composition of the Authority.
      • 5. Chairperson of the Authority.
      • 6. Chief Executive Officer of the Authority.
      • 7. Members of the Authority.
      • 8. The term of office of members of the Authority.
      • 9. The number of officers and employees of the Authority.
      • 10. Functions of the Authority.
      • 11. Meetings.
      • 12. Member not to participate in meetings in certain cases.
      • 13. Vacancies, etc., not to invalidate proceedings of Authority.
      • 14. Protection of action taken in good faith.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Preparation and furnishing of the Annual Report.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Forms of Financial Statements.
      • 4. Incurring of Expenditure by the Authority.
      • 5. Annual Statement of Accounts.
      • 6. Maintenance of Accounts etc.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Pay.
      • 4. Pension, Gratuity or Provident Fund.
      • 5. Leave.
      • 6. Leave Sanctioning Authority.
      • 7. Travelling Allowances.
      • 8. Official visits abroad.
      • 9. Leave Travel Concession.
      • 10. Facility for Medical Treatment.
      • 11. Accommodation.
      • 12. Facility of conveyance.
      • 13. Telephone facility.
      • 14. Conditions of service of Chairperson.
      • 15. Conditions of Service of Judicial Member.
      • 16. Oath of office and secrecy.
      • 17. Declaration of financial or other interest.
      • 18. Residuary provisions.
      • 19. Powers to relax.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Computation of time period.
      • 4. Forms.
      • 5. Format of order or direction or rule.
      • 6. Official seal of the Appellate Tribunal.
      • 7. Custody of the records.
      • 8. Sitting of Appellate Tribunal.
      • 9. Sitting hours of the Appellate Tribunal.
      • 10. Working hours of office.
      • 11. Inherent powers.
      • 12. Calendar.
      • 13. Listing of cases.
      • 14. Power to exempt.
      • 15. Power to extend time.
      • 16. Powers and functions of the Registrar.
      • 17. Power of adjournment.
      • 18. Delegation powers of the Chairperson.
      • 19. Procedure for proceedings.
      • 20. Particulars to be set out in the address for service.
      • 21. Initialling alteration.
      • 22. Presentation of appeal.
      • 23. Number of copies to be filed.
      • 24. Endorsement and verification.
      • 25. Translation of document.
      • 26. Endorsement and scrutiny of petition or appeal or document.
      • 27. Registration of proceedings admitted.
      • 28. Exparte amendments.
      • 29. Calling for records.
      • 30. Production of authorisation for and on behalf of an association.
      • 31. Interlocutory applications.
      • 32. Procedure on production of defaced, torn or damaged documents.
      • 33. Preparation and publication of daily cause list.
      • 34. Carry forward of cause list and adjournment of cases on account of nonsitting of an Appellate Tribunal.
      • 35. Diaries.
      • 36. Order sheet.
      • 37. Maintenance of diary.
      • 38. Statutes or citations for reference.
      • 39. Calling of cases in Bench.
      • 40. Regulation of Bench work.
      • 41. Registers to be maintained.
      • 42. Arrangement of records in pending matters.
      • 43. Contents of main file.
      • 44. Contents of process file.
      • 45. Execution file.
      • 46. File for miscellaneous applications.
      • 47. Destruction of record.
      • 48. Issue of notice.
      • 49. Summons.
      • 50. Steps for issue of fresh notice.
      • 51. Consequence of failure to take steps for issue of fresh notice.
      • 52. Entries regarding service of notice or process.
      • 53. Nonappearance of respondent and consequences.
      • 54. Filing of objections by respondent, form and consequences.
      • 55. Fee.
      • 56. Award of costs in the proceedings.
      • 57. Inspection of the records.
      • 58. Grant of inspection.
      • 59. Application for grant of inspection.
      • 60. Fee payable for inspection.
      • 61. Mode of inspection.
      • 62. Maintenance of register of inspection.
      • 63. Appearance of authorised representative .
      • 64. Proof of engagement.
      • 65. Restriction on party's right to be heard.
      • 66. Professional dress for the authorised representative.
      • 67. Title of affidavits.
      • 68. Form and contents of the affidavit.
      • 69. Persons authorised to attest.
      • 70. Affidavits of illiterate, visually challenged persons.
      • 71. Identification of deponent.
      • 72. Annexures to the affidavit.
      • 73. Application for production of documents, form of summons.
      • 74. Suo motu summoning of documents.
      • 75. Marking of documents.
      • 76. Return and transmission of documents.
      • 77. Procedure for examination of witnesses, issue of Commissions.
      • 78. Examination in camera.
      • 79. Form of oath or affirmation to witness.
      • 80. Form of oath or affirmation to interpreter.
      • 81. Officer to administer oath.
      • 82. Recording of deposition.
      • 83. Numbering of witnesses.
      • 84. Grant of discharge certificate.
      • 85. Witness allowance payable.
      • 86. Records to be furnished to the Commissioner.
      • 87. Taking of specimen handwriting, signature etc.
      • 88. Order.
      • 89. Operative portion of the order.
      • 90. Corrections.
      • 91. Pronouncement of order.
      • 92. Pronouncement of order by any one member of the Bench.
      • 93. Authorizing any Member to pronounce order.
      • 94. Making of entries by Court Master.
      • 95. Transmission of order by the Court Master.
      • 96. Format of order.
      • 97. Indexing of case files after disposal.
      • 98. Transmission of files or records or orders.
      • 99. Copies of Orders in library.
      • 100. Register of Special Leave Petitions/Appeal.
      • 101. Placing of Supreme Court orders before Appellate Tribunal.
      • 102. Registrar to ensure compliance of Supreme Court orders.
      • 103. Filling through electronic media.
      • 104. Removal of difficulties and issue of directions.
      • 1. Short title and Commencement.
      • 2. Form of application or petition for Reduction of share capital under section 66.
      • 3. Issue of notice and directions by the National Company Law Tribunal.
      • 4. Representation by Central Government, Registrar etc. under subsection (2) of section 66.
      • 5. Procedure with regard to representations and objections received.
      • 6. Order on application and Minute thereof.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Pay.
      • 4. Pension, Gratuity or Provident Fund.
      • 5. Leave.
      • 6. Leave Sanctioning Authority.
      • 7. Travelling Allowances.
      • 8. Official visits abroad.
      • 9. Leave Travel Concession.
      • 10. Facility for Medical Treatment.
      • 11. Accommodation.
      • 12. Facility of conveyance.
      • 13. Telephone facility.
      • 14. Conditions of service of President.
      • 15. Conditions of service of Judicial Member.
      • 15A. Posting and transfer of Members.
      • 16. Applicability of rules.
      • 17. Oath of office and secrecy.
      • 18. Declaration of financial or other interest.
      • 19. Residuary provisions.
      • 20. Powers to relax.
      • 1. Short title and Commencement.
      • 2. Definitions.
      • 3. Computation of time period.
      • 4. Forms.
      • 5. Format of order or direction or rule.
      • 6. Official seal of the Tribunal.
      • 7. Custody of the records.
      • 8. Sitting of the Tribunal.
      • 9. Sitting hours.
      • 10. Working hours.
      • 11. Inherent Powers.
      • 12. Calendar.
      • 13. Listing of cases.
      • 14. Power to exempt.
      • 15. Power to extend time.
      • 16. Functions of the President.
      • 17. Functions of the Registrar.
      • 18. Functions of the Secretary.
      • 19. Delegation of powers by the President.
      • 20. Procedure.
      • 21. Particulars to be set out in the address for service.
      • 22. Initialling alteration.
      • 23. Presentation of petition or appeal.
      • 23A. Presentation of joint petition.
      • 24. Number of copies to be filed.
      • 25. Lodging of caveat.
      • 26. Endorsement and Verification.
      • 27. Translation of document.
      • 28. Endorsement and scrutiny of petition or appeal or document.
      • 29. Registration of proceedings admitted.
      • 30. Calling for records.
      • 31. Production of authorisation for and on behalf of an association.
      • 32. Interlocutory applications.
      • 33. Procedure on production of defaced, torn or damaged documents.
      • 34. General Procedure.
      • 35. Advertisement detailing petition.
      • 36. Maintenance of Cash Register.
      • 37. Notice to Opposite Party.
      • 38. Service of Notices and processes.
      • 38A. Multiple remedies.
      • 39. Production of Evidence by Affidavit.
      • 40. Production of additional evidence before the Bench.
      • 41. Filing of Reply and other Documents by the Respondents.
      • 42. Filing of Rejoinder.
      • 43. Power of the Bench to call for further information or evidence.
      • 44. Hearing of petition or applications.
      • 45. Rights of a party to appear before the Tribunal.
      • 46. Registration of authorised representative's interns.
      • 47. Oath to the witness.
      • 48. Consequence of nonappearance of applicant.
      • 49. Exparte Hearing and disposal.
      • 50. Registry to send certified copy.
      • 51. Power to regulate the procedure.
      • 52. Summoning of witnesses and recording Evidence.
      • 53. Substitution of legal representatives.
      • 54. Assessors or valuers.
      • 55. Pleadings before the Tribunal.
      • 56. Application for execution.
      • 57. Issue of process of execution.
      • 58. Effect of noncompliance.
      • 59. Procedure for imposition of penalty under the Act.
      • 60. Matters relating to the Judgments or Orders of the Tribunal.
      • 61. Amicus Curiae.
      • 62. Recusal.
      • 63. Presentation and scrutiny of petitions or applications.
      • 64. Matter earlier dealt by Company Law Board.
      • 65. Petition or Application under subsection (2) of section 45QA of the Reserve Bank of India Act, 1934 (2 of 1934).
      • 66. Application under subsection (7) of section 7.
      • 67. Petition under subsection (41) of section 2.
      • 68. Petition under section 14.
      • 69. Petition under subsection (3) of section 55.
      • 70. Appeal under sections 58 and 59.
      • 71. Application under proviso to clause (b) of subsection (1) of section 61.
      • 72. Appeal against the order of the Government under Section 62(4).
      • 73. Application under sections 71(9), 71(10), section 73(4) or section 74(2) and 76(2).
      • 74. Application for calling or obtaining a direction to call annual general meeting.
      • 75. Application for obtaining an order for calling of general meeting (other than Annual General Meeting).
      • 76. Inspection of minutebooks of general meeting.
      • 76A. Application under section 130.
      • 77. Application under section 131.
      • 78. Application under Section 140.
      • 79. Application under section 169.
      • 80. Application under section 213 for investigation.
      • 81. Application under section 241.
      • 82. Withdrawal of Application filed under section 241.
      • 83. Application under section 243.
      • 83A. Application under subsection (1) of section 244.
      • 84. Right to apply under section 245.
      • 85. Conducting a class action suit.
      • 86. Rule of optout.
      • 87. Publication of notice.
      • 87A. Appeal or application under subsection (1) and subsection (3) of section 252.
      • 88. Reference to the Tribunal.
      • 89. Preparation and publication of daily cause list.
      • 90. Carry forward of cause list and adjournment of cases on account of nonsitting of a Bench.
      • 91. Diaries.
      • 92. Order sheet.
      • 93. Maintenance of court diary.
      • 94. Statutes or citations for reference.
      • 95. Calling of cases in court.
      • 96. Regulation of court work.
      • 97. Registers to be maintained.
      • 98. Arrangement of records in pending matters.
      • 99. Contents of main file.
      • 100. Contents of process file.
      • 101. Execution file.
      • 102. File for miscellaneous applications.
      • 103. Preservation of Record.
      • 104. Retention, Preservation and Destruction of Records.
      • 105. Issue of notice.
      • 106. Summons.
      • 107. Steps for issue of fresh notice.
      • 108. Consequence of failure to take steps for issue of fresh notice.
      • 109. Entries regarding service of notice or process.
      • 110. Default of appearance of respondent and consequences.
      • 111. Filing of objections by respondent, form and consequences.
      • 112. Fees.
      • 113. Award of costs in the proceedings.
      • 114. Inspection of the records.
      • 115. Grant of inspection.
      • 116. Application for grant of inspection.
      • 117. Mode of inspection.
      • 118. Maintenance of register of inspection.
      • 119. Appearance of authorised representative.
      • 120. Consent for engaging another legal practitioner.
      • 121. Restrictions on appearance.
      • 122. Restriction on party's right to be heard.
      • 123. Empanelment of special authorised representatives by the Tribunal.
      • 124. Professional dress for the authorised representatives.
      • 125. Title of affidavits.
      • 126. Form and contents of the affidavit.
      • 127. Persons authorised to attest.
      • 128. Affidavits of illiterate, visually challenged persons.
      • 129. Identification of deponent.
      • 130. Annexures to the affidavit.
      • 131. Application for production of documents, form of summons.
      • 132. Suo motu summoning of documents.
      • 133. Marking of documents.
      • 134. Return and transmission of documents.
      • 135. Procedure for examination of witnesses, issue of Commissions.
      • 136. Examination in camera.
      • 137. Form of oath or affirmation to witness.
      • 138. Form of oath or affirmation to interpreter.
      • 139. Officer to administer oath.
      • 140. Form recording of deposition.
      • 141. Numbering of witnesses.
      • 142. Grant of discharge certificate.
      • 143. Witness allowance payable.
      • 144. Records to be furnished to the Commissioner.
      • 145. Taking of specimen handwriting, signature etc.
      • 146. Disposal of Cases.
      • 147. Operative portion of the order.
      • 148. Corrections.
      • 149. Power to impose Costs.
      • 150. Pronouncement of Order.
      • 151. Pronouncement of order by any one member of the Bench.
      • 152. Authorising any member to pronounce order.
      • 153. Enlargement of time.
      • 154. Rectification of Order.
      • 155. General power to amend.
      • 156. Making of entries by Court Master.
      • 157. Transmission of order by the Court Master.
      • 158. Format of order.
      • 159. Indexing of case files after disposal.
      • 160. Transmission of files or records or orders.
      • 161. Filing of Order of the Tribunal with the Registrar of Companies.
      • 162. Copies of orders in library.
      • 163. Register of Appeals, Petitions, etc.
      • 164. Placing of National Company Law Appellate Tribunal orders before Tribunal.
      • 165. Registrar to ensure compliance of National Company Law Appellate Tribunal orders.
      • 1. Short Title and Commencement.
      • 2. Definitions.
      • 3. Composition of Authority.
      • 4. Manner of appointment.
      • 5. Medical fitness.
      • 6. Resignation.
      • 7. Removal from office.
      • 8. Procedure for inquiry of misbehavior or incapacity of the chairperson or a member.
      • 9. Term of Office.
      • 10. Vacancy.
      • 11. Salary and allowances.
      • 12. Pension, Gratuity and Provident Fund.
      • 13. Leave.
      • 14. Leave and Foreign Travel Sanctioning Authority.
      • 15. House rent allowance.
      • 16. Transport allowance.
      • 17. Declaration of Financial and other Interests.
      • 18. Other conditions of service.
      • 19. Oath of office and secrecy.
      • 20. Sitting fee and allowances of Parttime Members.
      • 21. Power to Relax.
      • 22. Interpretation.
      • 1. Short title and commencement.
      • 2. Definitions.
      • 3. Meetings for transaction of business and procedure thereof.
      • 4. Power to regulate procedure in certain circumstances.
      • 5. Effect of any irregularities of procedure.
      • 1. Short Title and Commencement.
      • 2. Definitions.
      • 3. Classes of companies and bodies corporate governed by the Authority.
      • 4. Functions and duties of the Authority.
      • 5. Annual return.
      • 6. Recommending accounting standards and auditing standards.
      • 7. Monitoring and enforcing compliance with accounting standards.
      • 8. Monitoring and enforcing compliance with auditing standards.
      • 9. Overseeing the quality of service and suggesting measures for improvement.
      • 10. Power to investigate.
      • 11. Disciplinary proceedings.
      • 12. Manner of enforcement of orders passed in disciplinary proceedings.
      • 13. Punishment in case of noncompliance.
      • 14. Role of chairperson and fulltime members.
      • 15. Advisory committees, study groups and task forces.
      • 16. Financial reporting advocacy and education.
      • 17. Confidentiality and security of information.
      • 18. Avoidance of conflict of interest.
      • 19. International associations and international assistance.
      • 1. Short title and commencement.
      • 2. Application.
      • 3. Definitions.
      • 3A. Declaration of Nidhis.
      • 3B.
      • 4. Incorporation and incidental matters.
      • 5. Requirements for minimum number of members, net owned fund etc.
      • 6. General restrictions or prohibitions.
      • 7. Share capital and allotment.
      • 8. Membership
      • 9. Net owned funds.
      • 10. Branches.
      • 11. Acceptance of deposits by Nidhis.
      • 12. Application form for deposit.
      • 13. Deposits.
      • 14. Unencumbered term deposits.
      • 15. Loans.
      • 16. Rate of interest.
      • 17. Rules relating to Directors.
      • 18. Dividend.
      • 19. Auditor.
      • 20. Prudential norms.
      • 21. Filing of half yearly return.
      • 22. Auditor's certificate.
      • 23. Power to enforce compliance.
      • 23A. Compliance with rule 3A by certain Nidhis.
      • 23B. Companies declared as Nidhis under previous company law to file Form NDH4.
      • 24. Penalty for noncompliance.

The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

Published vide Notification No. G.S.R. 1134(E), dated 14th December, 2016

Last Updated 2nd June, 2022 [act2987]


Ministry of Corporate Affairs

G.S.R. 1134(E). - In exercise of the powers conferred by sub-sections (1) and (2) of section 469 read with sections 230 to 233 and sections 235 to 240 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules, namely:-

1. Short Title and Commencement. - (1) These rules may be called the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

(2) They shall come into force with effect from 15th December, 2016.

2. Definitions. - (1) In these rules, unless the context otherwise requires, -

(a) "Act" means the Companies Act, 2013 (18 of 2013);

(b) "Annexure" means the annexure to these rules;

(c) "Form" means a form set forth in annexure "A" to these rules which shall be used for the matter to which it relates, and includes an electronic version thereof;

(d) "Liquidator" means the Liquidator appointed under the Act or under the Insolvency and Bankruptcy Code, 2016 (31 of 2016);

[(e) "corporate action" means any action taken by the company relating to transfer of shares and all the benefits accruing on such shares namely, bonus shares, split, consolidation, fraction shares and right issue to the acquirer].

(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 of 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 discretion of such companies, be filed as a joint-application.

(3) Where the company is not the applicant, a copy of the notice of admission and of the affidavit shall be served on the company, or, where the company is being wound up, on its liquidator, not less than fourteen days before the date fixed for the hearing of the notice of admission.

(4) The applicant shall also disclose to the Tribunal in the application under sub-rule (1), the basis on which each class of members or creditors has been identified for the purposes of approval of the scheme.

[(5) A member of the company shall make an application for arrangement, for the purpose of takeover offer in terms of sub-section (11) of section 230, when such member along with any other member holds not less than three-fourths of the shares in the company, and such application has been filed for acquiring any part of the remaining shares of the company.

Explanation I. - "shares" means the equity shares of the company carrying voting rights, and includes any securities, such as depository receipts, which entitles the holder thereof to exercise voting rights.

Explanation II. - Nothing in this sub-rule shall apply to any transfer or transmission of shares through a contract, arrangement or succession, as the case may be, or any transfer made in pursuance of any statutory or regulatory requirement.

(6) An application of arrangement for takeover offer shall contain: -

(a) the report of a registered valuer disclosing the details of the valuation of the shares proposed to be acquired by the member after taking into account the following factors: -

(i) the highest price paid by any person or group of persons for acquisition of shares during last twelve months;

(ii) 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-à-vis the industry average, and such other parameters as are customary for valuation of shares of such companies.

(b) details of a bank account, to be opened separately, by the member wherein a sum of amount not less than one-half of total consideration of the takeover offer is deposited.]

4. Disclosures in application made to the Tribunal for compromise or arrangement. - Creditors Responsibility Statement. - For the purposes of sub-clause (i) of clause (c) of sub-section (2) of section 230 of the Act, the creditor's responsibility statement in Form No. CAA. 1 shall be included in the scheme of corporate debt restructuring.

Explanation. - For the purpose of this rule, it is clarified that a scheme of corporate debt restructuring as referred to in clause (c) of sub-section (2) of section 230 of the Act shall mean a scheme that restructures or varies the debt obligations of a company towards its creditors.

5. Directions at hearing of the application. - Upon hearing the application under sub-section (1) of section 230 of the Act, the Tribunal shall, unless it thinks fit for any reason to dismiss the application, give such directions as it may think necessary in respect of the following matters:-

(a) determining the class or classes of creditors or of members whose meeting or meetings have to be held for considering the proposed compromise or arrangement; or dispensing with the meeting or meetings for any class or classes of creditors in terms of sub-section (9) of section 230;

(b) fixing the time and place of the meeting or meetings;

(c) appointing a Chairperson and scrutinizer for the meeting or meetings to be held, as the case may be and fixing the terms of his appointment including remuneration;

(d) fixing the quorum and the procedure to be followed at the meeting or meetings, including voting in person or by proxy or by postal ballot or by voting through electronic means;

Explanation. - For the purposes of these rules, "voting through electronic means" shall take place, mutatis mutandis, in accordance with the procedure as specified in rule 20 of 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 subsection (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 post or speed post or by courier or by email or by hand delivery or any other mode as directed by the Tribunal to their last known address at least one month before the date fixed for the meeting.

Explanation. - It is hereby clarified that the service of notice of meeting shall be deemed to have been effected in case of delivery by post, at the expiration of forty eight hours after the letter containing the same is posted.

(3) The notice of the meeting to the creditors and members shall be accompanied by a copy of the scheme of compromise or arrangement and a statement disclosing the following details of the compromise or arrangement, if such details are not already included in the said scheme:-

(i) details of the order of the Tribunal directing the calling, convening and conducting of the meeting:-

(a) date of the Order;

(b) date, time and venue of the meeting.

(ii) details of the company including:

(a) Corporate Identification Number (CIN) or Global Location Number (GLN) of the company;

(b) Permanent Account Number (PAN);

(c) name of the company;

(d) date of incorporation;

(e) type of the company (whether public or private or one-person company);

(f) registered office address and e-mail address;

(g) summary of main object as per the memorandum of association; and main business carried on by the company;

(h) details of change of name, registered office and objects of the company during the last five years;

(i) name of the stock exchange (s) where securities of the company are listed, if applicable;

(j) details of the capital structure of the company including authorized, issued, subscribed and paid up share capital; and

(k) names of the promoters and directors along with their addresses.

(iii) if the scheme of compromise or arrangement relates to more than one company, the fact and details of any relationship subsisting between such companies who are parties to such scheme of compromise or arrangement, including holding, subsidiary or of associate companies;

(iv) the date of the board meeting at which the scheme was approved by the board of directors including the name of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution;

(v) explanatory statement disclosing details of the scheme of 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 material interests of directors, Key Managerial Personnel (KMP) and debenture trustee.

Explanation. - For the purposes of these rules it is clarified that-

(a) the term 'interest' extends beyond an interest in the shares of the company, and is with reference to the proposed scheme of compromise or arrangement.

(b) the valuation report shall be made by a registered valuer, and till the registration of persons as valuers is prescribed under section 247 of the Act, the valuation report shall be made by an independent merchant banker who is registered with the Securities and Exchange Board or an independent chartered accountant in practice having a minimum experience of ten years.

(viii) investigation or proceedings, if any, pending against the company under the Act.

(ix) details of the availability of the following documents for obtaining extract from or for making or obtaining copies of or for inspection by the members and creditors, namely:

(a) latest audited financial statements of the company including consolidated financial statements;

(b) copy of the order of Tribunal in pursuance of which the meeting is to be convened or has been dispensed with;

(c) copy of scheme of compromise or arrangement;

(d) contracts or agreements material to the compromise or arrangement;

(e) the certificate issued by Auditor of the company to the effect that the accounting treatment, if any, proposed in the scheme of compromise or arrangement is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013; and

(f) such other information or documents as the Board or Management believes necessary and relevant for making decision for or against the scheme;

(x) details of approvals, sanctions or no-objection(s), if any, from regulatory or any other governmental authorities required, received or pending for the proposed scheme of compromise or arrangement.

(xi) a statement to the effect that the persons to whom the notice is sent may vote in the meeting either in person or by proxies, or where applicable, by voting through electronic means.

Explanation. - For the purposes of this rule, disclosure required to be made by a company shall be made in respect of all the companies, which are part of the compromise or arrangement.

7. Advertisement of the notice of the meeting. - The notice of the meeting under sub-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 Reserve Bank of India, the Securities and Exchange Board of India, the Competition Commission of India, and the stock exchanges, as may be applicable ;

(iii) other sectoral regulators or authorities, as required by Tribunal.

(2) The notice to the authorities mentioned in sub-rule (1) shall be sent forthwith, after the notice is sent to the members or creditors of the company, by registered post or by speed post or by courier or by hand delivery at the office of the authority.

(3) If the authorities referred to under sub-rule (1) desire to make any representation under sub-section (5) of section 230, the same shall be sent to the Tribunal within a period of thirty days from the date of receipt of such notice and copy of such representation shall simultaneously be sent to the concerned companies and in case no representation is received within the stated period of thirty days by the Tribunal, it shall be presumed that the authorities have no representation to make on the proposed scheme of compromise or arrangement.

9. Voting. - The person who receives the notice may within one month from the date of receipt of the notice vote in the meeting either in person or through proxy or through postal ballot or through electronic means to the adoption of the scheme of compromise and arrangement.

Explanation. - For the purposes of voting by persons who receive the notice as shareholder or creditor under this rule-

(a) "shareholding" shall mean the shareholding of the members of the class who are entitled to vote on the proposal; and

(b) "outstanding debt" shall mean all debt owed by the company to the respective class or classes of creditors that remains outstanding as per the latest audited financial statement, or if such statement is more than six months old, as per provisional financial statement not preceding the date of application by more than six months.

10. Proxies. - (1) Voting by proxy shall be permitted, provided a proxy in the prescribed form duly signed by the person entitled to attend and vote at the meeting is filed with the company at its registered office not later than 48 hours before the meeting.

(2) Where a body corporate which is a member or creditor (including holder of debentures) of a company authorizes any person to act as its representative at the meeting, of the members or creditors of the company, or of any 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 authorizing 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 authorized 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 of 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 witness certifies that it was explained to the member or creditor in the language known to him, and gives the member's or creditor's name in English below the signature.

11. Copy of compromise or arrangement to be furnished by the company. - Every creditor or member entitled to attend the meeting shall be furnished by the company, free of charge, within one day on a requisition being made for the same, with a copy of the scheme of the proposed compromise or arrangement together with a copy of the statement required to be furnished under section 230 of Act.

12. Affidavit of service. - (1) The Chairperson appointed for the meeting of the company or other person directed to issue the advertisement and the notices of the meeting shall file an affidavit before the Tribunal not less than seven days before the date fixed for the meeting or the date of the first of the meetings, as the case may be, stating that the directions regarding the issue of notices and the advertisement have been duly complied with.

(2) In case of default under sub-rule (1), the application along with copy of the last order issued shall be posted before the Tribunal for such orders as it may think fit to make.

13. Result of the meeting to be decided by voting. - (1) The voting at the meeting or meetings held in pursuance of the directions of the Tribunal under Rule 5 on all resolutions shall take place by poll or by voting through electronic means.

(2) The report of the result of the meeting under sub - rule (1) shall be in Form No. CAA. 4 and shall state accurately the number of creditors or class of creditors or the number of members or class of members, as the case may be, who were present and who voted at the meeting either in person or by proxy, and where applicable, who voted through electronic means, their individual values and the way they voted.

14. Report of the result of the meeting by Chairperson. - The Chairperson of the meeting (or where there are separate meetings, the Chairperson of each meeting) shall, within the time fixed by the Tribunal, or where no time has been fixed, within three days after the conclusion of the meeting, submit a report to the Tribunal on the result of the meeting in Form No. CAA.4.

15. Petition for confirming compromise or arrangement. - (1) Where the proposed compromise or arrangement is agreed to by the members 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 less than ten days before the date fixed for the hearing.

(2) The notice of the hearing of the petition shall also be served by the Tribunal to the objectors or to their representatives under sub-section (4) of section 230 of the Act and to the Central Government and other authorities who have made representation under rule 8 and have desired to be heard in their representation.

17. Order on petition. - (1) Where the Tribunal sanctions the compromise or arrangement, the order shall include such directions in regard to any matter or such modifications in the compromise or arrangement as the Tribunal may think fit to make for the proper working of the compromise or arrangement.

(2) The order shall direct that a certified copy of the same shall be filed with the Registrar of Companies within thirty days from the date of the receipt of copy of the order, or such other time as may be fixed by the Tribunal.

(3) The order shall be in Form No. CAA. 6, with such variations as may be necessary.

18. Application for directions under section 232 of the Act. - (1) Where the compromise or arrangement has been proposed for the purposes of or in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any two or more companies, and the matters involved cannot be dealt with or dealt with adequately on the petition for sanction of the compromise or arrangement, an application shall be made to the Tribunal under section 232 of the Act, by a notice of admission supported by an affidavit for directions of the Tribunal as to the proceedings to be taken.

(2) Notice of admission in such cases shall be given in such manner and to such persons as the Tribunal may direct.

19. Directions at hearing of application. - Upon the hearing of the notice of admission given under rule 18 or upon any adjourned hearing thereof, the Tribunal may make such order or give such directions as it may think fit, as to the proceedings to be taken for the purpose of reconstruction or amalgamation, as the case may be, including, where necessary, an inquiry as to the creditors of the transferor company and the securing of the debts and claims of any of the dissenting creditors in such manner as the Tribunal may think just and appropriate.

20. Order under section 232 of the Act. - An order made under section 232 read with section 230 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, either 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. - (1) The company, or any creditor or member thereof, or in case of a company which is being wound-up, its liquidator, may, at any time after the passing of the order sanctioning the compromise or arrangement, apply to the Tribunal for the determination of any question relating to the working of the compromise or arrangement.

(2) The application shall in the first instance be posted before the Tribunal for directions as to the notices and the advertisement, if any, to be issued, as the Tribunal may direct.

(3) The Tribunal may, on such application, pass such orders and give such directions as it may think fit in regard to the matter, and may make such modifications in the compromise or arrangement as it may consider necessary for the proper working thereof, or pass such orders as it may think fit in the circumstances of the case.

24. Liberty of the Tribunal. - (1) At any time during the proceedings, if the Tribunal hearing a petition or application under these Rules is of the opinion that the petition or application or evidence or information or statement is required to be filed in the form of affidavit, the same may be ordered by the Tribunal in the manner as the Tribunal may think fit.

(2) The Tribunal may pass any direction(s) or order or dispense with any procedure prescribed by these rules in pursuance of the object of the provisions for implementation of the scheme of arrangement or compromise or restructuring or otherwise practicable except on those matters specifically provided in the Act.

25. Merger or Amalgamation of certain companies. - (1) The notice of the proposed scheme, under clause (a) of sub-section (1) of section 233 of the Act, to invite objections or suggestions from the Registrar and Official Liquidator or persons affected by the scheme shall be in Form No. CAA. 9.

[(1A) A scheme of merger or amalgamation under section 233 of the Act may be entered into between any of the following class of companies, namely: -

(i) two or more start-up companies; or

(ii) one or more start-up company with one or more small company.

Explanation. - For the purposes of this sub-rule, "start-up company" means a private company incorporated under the Companies Act, 2013 or Companies Act, 1956 and recognised as such in accordance with notification number G.S.R. 127 (E), dated the 19th February, 2019 issued by the Department for Promotion of Industry and Internal Trade.]

(2) For the purposes of clause (c) of sub-section (1) of section 233 of the Act the declaration of solvency shall be filed by each of the companies involved in the scheme of merger or amalgamation in Form No. CAA. 10 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014, before convening the meeting of members and creditors for approval of the scheme.

(3) For the purposes of clause (b) and (d) of sub-section (1) of section 233 of the Act, the notice of the meeting to the members and creditors shall be accompanied 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) of section 233 of the Act, the transferee company shall, within seven days after the conclusion of 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 of 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 received to the scheme from the Registrar of Companies and Official Liquidator or where the objection or suggestion of Registrar and Official Liquidator is deemed to be not sustainable and the Central Government is of the opinion that the scheme is in the public interest or in the interest of creditors, the Central Government shall issue a confirmation order of such scheme of merger or amalgamation in Form No. CAA. 12.

(6) Where objections or suggestions are received from the Registrar of Companies or Official Liquidator and the Central Government is of the opinion, whether on the basis of such objections or otherwise, that the scheme is not in the public interest or in the interest of creditors, it may file an application before the Tribunal in Form No. CAA. 13 within sixty days of the receipt of the scheme stating its objections or opinion and requesting that Tribunal may consider the scheme under section 232 of the Act.

(7) The confirmation order of the scheme issued by the Central Government or Tribunal under sub-section (7) of section 233 of the Act, shall be filed, within thirty days of the receipt of the order of confirmation, in Form INC-28 along with the fees as provided under Companies (Registration Offices and Fees) Rules, 2014 with the Registrar of Companies having jurisdiction over the transferee and transferor companies respectively.

(8) For the purpose of this rule, it is clarified that with respect to schemes of arrangement or compromise falling within the purview of section 233 of the Act, the concerned companies may, at their discretion, opt to undertake such schemes under sections 230 to 232 of the Act, including where the condition prescribed in clause (d) of sub-section (1) of section 233 of the Act has not been met.

[25A. Merger or amalgamation of a foreign company with a Company and vice versa. - (1) A foreign company incorporated outside India may merge with an Indian company after obtaining prior approval of Reserve Bank of India and after complying with the provisions of sections 230 to 232 of the Act and these rules.

(2) (a) A company may merge with a foreign company incorporated in any of the jurisdictions specified in Annexure B after obtaining prior approval of the Reserve Bank of India and after complying with provisions of sections 230 to 232 of the Act and these rules.

(b) The transferee company shall ensure that valuation is conducted by valuers who are members of a recognised professional body in the jurisdiction of the transferee company and further that such valuation is in accordance with internationally accepted principles on accounting and valuation. A declaration to this effect shall be attached with the application made to Reserve Bank of India for obtaining its approval under clause (a) of this sub-rule.

(3) The concerned company shall file an application before the Tribunal as per provisions of section 230 to section 232 of the Act and these rules after obtaining approvals specified in sub-rule (1) and sub-rule (2), as the case may be.

Explanation 1. - For the purposes of this rule the term "company" means a company as defined in clause (20) of section 2 of the Act and the term "foreign company" means a company or body corporate incorporated outside India whether having a place of business in India or not:

Explanation 2. - For the purposes of this rule, it is clarified that no amendment shall be made in this rule without consultation of the Reserve Bank of India.]

[(4) Notwithstanding anything contained in sub-rule (3), in case of a compromise or an arrangement or merger or demerger between an Indian company and a company or body corporate which has been incorporated in a country which shares land border with India, a declaration in Form No. CAA-16 shall be required at the stage of submission of application under section 230 of the Act.]

26. Notice to dissenting shareholders for acquiring the shares. - For the purposes of sub-section (1) of section 235 of the Act, the transferee company shall send a notice to the dissenting shareholder(s) of the transferor company, in Form No. CAA. 14 at the last intimated address of such shareholder, for acquiring the shares of such dissenting shareholders.

[26A. Purchase of minority shareholding held in demat form. - (1) The company shall within two weeks from the date of receipt of the amount equal to the price of shares to be acquired by the acquirer, under section 236 of the Act, verify the details of the minority shareholders holding shares in dematerialised form.

(2) After verification under sub-rule (1), the company shall send notice to such minority shareholders by registered post or by speed post or by courier or by email about a cut-off date, which shall not be earlier than one month after the date of sending of the notice, on which the shares of minority shareholders shall be debited from their account and credited to the designated DEMAT account of the company, unless the shares are credited in the account of the acquirer, as specified in such notice, before the cut-off date.

(3) A copy of the notice served to the minority shareholders under sub-rule (2), shall also be published simultaneously in two widely circulated newspapers (one in English and one in vernacular language) in the district in which the registered office of the company is situated and also be uploaded on the website of the company, if any.

(4) The company shall inform the depository immediately after publication of the notice under sub-rule (3) regarding the cut-off date and submit the following declarations stating that: -

(a) the corporate action is being effected in pursuance of the provisions of section 236 of the Act;

(b) the minority shareholders whose shares are held in dematerialised form have been informed about the corporate action [a copy of the notice served to such shareholders and published in the newspapers to be attached];

(c) the minority shareholders shall be paid by the company immediately after completion of corporate action;

(d) any dispute or complaints arising out of such corporate action shall be the sole responsibility of the company.

(5) For the purposes of effecting transfer of shares through corporate action, the Board shall authorise the Company Secretary, or in his absence any other person, to inform the depository under sub-rule (4), and to submit the documents as may be required under the said sub-rule.

(6) Upon receipt of information under sub-rule (4), the depository shall make the transfer of shares of the minority shareholders, who have not, on their own, transferred their shares in favour of the acquirer, into the designated DEMAT account of the company on the cut-off date and intimate the company.

(7) After receiving the intimation of successful transfer of shares from the depository under sub-rule (6), the company shall immediately disburse the price of the shares so transferred, to each of the minority shareholders after deducting the applicable stamp duty, which shall be paid by the company, on behalf of the minority shareholders, in accordance with the provisions of the Indian Stamp Act, 1899 (2 of 1899).

(8) Upon successful payment to the minority shareholders under sub-rule (7), the company shall inform the depository to transfer the shares of such shareholders, kept in the designated DEMAT account of the company, to the DEMAT account of the acquirer.

Explanation. - The company shall continue to disburse payment to the entitled shareholders, where disbursement could not be made within the specified time, and transfer the shares to the DEMAT account of acquirer after such disbursement.

(9) In case, where there is a specific order of Court or Tribunal, or statutory authority restraining any transfer of such shares and payment of dividend, or where such shares are pledged or hypothecated under the provisions of the Depositories Act, 1996 (22 of 1996), the depository shall not transfer the shares of the minority shareholders to the designated DEMAT account of the company under sub-rule (6).

Explanation. - For the purposes of this rule, if "cut-off date" falls on a holiday, the next working day shall be deemed to be the "cut-off date".]

27. Determination of price for purchase of minority shareholding. - For the purposes of sub-section (2) of section 236 of the Act, the registered valuer shall determine the price (hereinafter called as offer price) to be paid by the acquirer, person 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 of 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-a-vis the industry average, and such other parameters as are customary for valuation of shares of such companies; 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.

28. Circular containing scheme of amalgamation or merger. - (1) For the purposes of clause (a) of sub-section (1) of section 238 of the Act, every circular containing the offer of scheme or contract involving transfer of shares or any class of shares and recommendation to the members of the transferor company by its directors to accept such offer, shall be accompanied by such information as set out in Form No. CAA. 15.

(2) The circular shall be presented to the Registrar for registration.

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.

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 any circular.

Rs. 2,000/-


Annexure A

[See Rule 2(1)(c)]

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 and understood the proposed corporate debt restructuring scheme and am/ are of the view that it is in my/ our best interest to concur with the scheme.

I/ We further declare that the debt is owed to me/ us by the company or the liability was created by the company in my/ our favor in good faith and in the ordinary course of business of the company;

I/ We believe that the scheme does not give me/ us any fraudulent preference at the cost of any secured/ unsecured Creditors.

Signature of creditor/s

Date:

Place:


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 the meeting of creditors or members

Notice is hereby given that by an order dated the ...... 20 ... the _____ Bench of the National Company Law Tribunal has directed a meeting (or separate meetings) to be held of [here mention 'debenture holders' or 'first debenture holders' or' second debenture holders' or 'unsecured creditors' or 'secured creditors' or 'preference shareholders' or 'equity shareholders' as the case may be whose meeting or meetings have to be held] of the said company for the purpose of considering, and if thought fit, approving with or without modification, the compromise or arrangement proposed to be made between the said company and [here mention the class of creditors or members with whom the compromise or arrangement or amalgamation is to be made] of the company aforesaid.

In pursuance of the said order and as directed therein further notice is hereby given that a meeting of [here set out the class of creditors or members whose meeting has to be held] of the said company will be held at....on....day...the...day of................ 20...at........ o'clock in the noon at which time and place the said [here mention the class of creditors or members] are requested to attend [Where separate meetings of classes of creditors or members are to be held, set them out separately with the place, date and time of the meeting in each case.]

Copies of the said compromise or arrangement or amalgamation, and of the statement under section 230 can be obtained free of charge at the registered office of the company or at the office of its authorized representative Shri.... at.......Persons entitled to attend and vote at the meeting (or respective meetings), may vote in person or by proxy, provided that all proxies in the prescribed form are deposited at the registered office of the company at... .... not later than 48 hours before the meeting.

Forms of proxy can be had at the registered office of the Company.

The Tribunal has appointed Shri................................ and failing him, Shri....as chairperson of the said meeting (or several meetings). The above mentioned compromise or arrangement or amalgamation, if approved by the meeting, will be subject to the subsequent approval of the tribunal.

Dated this ....day of...... .20.....

Chairperson appointed for the meeting

(or as the case may be)


Form No. CAA.3

[Pursuant to section 230(5) and rule 8]

In the Matter of compromise and/ or arrangement of .....................

Notice to Central Government, Regulatory Authorities

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) of section 230 of the Companies Act, 2013, that as directed by the _____ Bench of the National Company Law Tribunal at ......... by an order dated .......... under sub-section (1) of section 230 of the Act, a meeting of the members and/ or creditors of (Company's name)....... shall be held on ................ to consider the scheme of compromise and/ or arrangement of ..................with ............... at ..........

A copy of the notice and scheme of the compromise or arrangement are enclosed. You are hereby informed that representations, if any, in connection with the proposed compromise and/ or arrangement may be made to the Tribunal within thirty days from the date of receipt of this notice. Copy of the representation may simultaneously be sent to the concerned company(ies).

In case no representation is received within the stated period of thirty days, it shall be presumed that you have no representation to make on the proposed scheme of compromise or arrangement.

Authorized Signatory

Dated this ......... day of ................ 20...

Place

Enclosures : i) Copy of notice with statement as required under section 230(3);

ii) Copy of scheme of compromise or arrangement


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 act as chairperson of the meeting of (the debenture holders or first debenture holders or second debenture holders or unsecured creditors or secured creditors or preference shareholders or equity shareholders) of the above named company, summoned by notice served individually upon them and by advertisement dated the ..................... 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 proxy by [here state the number of creditors or the class of creditors or the number of members or the class of members as the case may be, who attended the meeting] of the said company entitled together to [here mention the total value to the debts, or debentures, where the meeting was of creditors, and the total number 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 and explained by me to the meeting, and the question submitted to the said meeting was whether the (here state the class of creditors or members as the case may be) of the said company agreed to the compromise or arrangement submitted to the meeting and agreed thereto.

3. The majority of persons representing three-fourths in value of the creditors, or class of creditors or members or class of members, as the case may be, (or such persons unanimously) are of the opinion that the compromise or arrangement should be approved and agreed to. The result of the voting upon the said question was as follows:

The under-mentioned [here mention the class of creditors or members who attended the meeting] voted in favour of the proposed compromise or arrangement being adopted and carried into effect:

Name of creditor or member

Address

Value of debt (or No. of preference or equity shares held

Number of votes





















The under-mentioned [here mention the class of creditors or members who attended the meeting] voted against the proposed compromise or arrangement being adopted and carried into effect:

Name of creditor or member

Address

Value of debt (or No. of preference or equity shares 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.


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 its liquidator) the petitioner above named is as follows:-

1. The object of this petition is to obtain sanction of Tribunal to a compromise or arrangement whereby (here set out the nature of the compromise or arrangement).

2. The company was incorporated under the [...] Act.................................. with a nominal capital of Rs [...]divided into shares of Rs[...] each of which [...] shares were issued and Rs[...] was paid up on each share issued.

3. The objects for which the company was formed are as set forth in the company's Memorandum of Association. They are: (Set out the principal objects).

4. [Here set out the nature of the business carried on by the company, its financial position and the circumstances that necessitated the compromise or arrangement and the benefits sought to be achieved by the compromise or arrangement and its effect].

5. The compromise or arrangement was in the following terms:-[Here set out the terms of the compromise or arrangement].

6. By an order made in the above matter on [...]the petitioner was directed to convene a meeting of [here set out the class of creditors or members of whom the meeting was to be held] of the company for the purpose of considering and, if thought fit approving with or without modifications. The said compromise or arrangement and the said order directed that [...] or failing him [...] should act as chairperson of the said meeting and should report the result thereof to this Tribunal.

7. Notice of the meeting was sent individually to the [here mention the class of creditors or members to whom the notice was sent] as required by the order together with a copy of the compromise or arrangement and of the statement required by section 231, 232 read with section 230 of the Act and a form of proxy. The notice of the meeting was also advertised as directed by the said order in (here set out the newspapers).

8. On the [...], a meeting of (here mention the class of creditors or members whose meeting was convened) of the company duly 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 to this Hon'ble Tribunal.

10. The said meeting was attended by (here set out the number of the class of creditors or members, as the case may be, who attended the meeting either in person or by proxy), and the total value of their [here mention debts, debentures or shares, as the case may be] is Rs[....] [in the case of shares, the total number and value of the shares should be mentioned] representing [....... percentage ] of the total value of debts or debentures or shares ................ of the company. The said compromise or arrangement was read and explained by the said [...], to the meeting and it was resolved unanimously [or by a majority of [...] votes against [...] votes] as follows:-[Here set out the resolution as passed].

11. The sanctioning of the compromise or arrangement will be for 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 sanctioned by the Tribunal as to be binding on all the [here set out the class of creditors or members of the company on whom the compromise or arrangement is to be binding] of the said company and on the said company.

(2) Or such other order may be made in the premises as to the Tribunal shall deem fit.

Verification etc.

Petitioner

[Note: (1) The affidavit in support should verify the petition and prove any matters not proved in any prior affidavit, such as advertisement, holding of meetings, posting of notices, copies of compromise or arrangement and proxies etc., and should exhibit the 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 or arrangement, at the meeting, they should be set out in separate paragraph.

* To be inserted where the company is being wound-up.


Form No. CAA.6

[Pursuant To Section 230(7) And Sub-Rule (3) Of Rule 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 ordered to convene a meeting (or separate meeting) of the creditors/debenture holders/preference shareholders/equity shareholders/ of the above company for the purpose of considering, and if thought fit, approving, with or without modification, the compromise or arrangement proposed to be made between the said company and ..................................................... and annexed to the affidavit of......................................................filed the ..................................... day of......20 ......the ....................... and the (here mention the newspaper) dated.........each containing the advertisement of the said notice convening the said meeting(s) directed to be held by the said order dated…20....................the affidavit of..............filed the day of... 20.................................. , showing the publication and despatch of the notices convening the said meeting(s). the report(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.) and it appearing from the report(s) that the proposed compromise or arrangement has been approved (here state whether unanimously or by a majority of not less than three-fourths in value of the creditors or class of creditors or members or class of members as the case may be present and voting in person or by proxy or through postal ballot or through electronic means).

This Tribunal do hereby sanction the compromise or arrangement set forth in para .............of the petition herein and in the schedule hereto. and doth hereby declare the same to be binding on...(here enter the class of creditors or members on whom it is to be binding) of the above named company and also on the said company (and its liquidator').

And this Tribunal do further order:-

[Here enter any directions given or modifications made by the Tribunal regarding the carrying out of the compromise or arrangement.]

That the parties to the compromise or arrangement or other persons interested shall be at liberty to apply to this Tribunal for any directions that may be necessary in regard to the working of 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 this order within thirty days of the receipt of the order.

Schedule

Scheme of compromise or arrangement as sanctioned by the Tribunal

Dated this ....... day of.. ............. .20... .

(By the Tribunal)

Registrar'

To be inserted where the company is being wound-up. Where the compromise or arrangement has been approved with the modifications, it should be so stated


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 for further hearing on ..........upon reading etc., and upon hearing etc.

This Tribunal Do Order

(1) That all the property, rights and powers of the transferor company specified in the first, second and third parts of the Schedule hereto and all other property, rights and powers of the transferor company be transferred without further act or deed to the transferee company and accordingly the same shall pursuant to section 232 of the Act, be transferred to and vested in the transferee company for all the estate and interest of the transferor company therein but subject nevertheless to all charges now affecting the same [other than(here set out any charges which by virtue of the compromise or arrangement are to cease to have effect)]; and

(2) That all the liabilities and duties of the transferor company be transferred without further act or deed to the transferee company and accordingly the same shall pursuant to section 232 of the Act, be transferred to and become the liabilities and duties of the transferee company; and

(3) That all proceedings now pending by or against the transferor company be continued by or against the transferee company; and

(4) That the transferee company do without further application allot to such members of the transferor company as have not given such notice of dissent as is required by clause ____ of the compromise or arrangement herein the shares in the transferee company to which they are entitled under the said compromise or arrangement; and

(5) That the transferor company shall within thirty days of the date of the receipt of this order cause a certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered the transferor company shall be dissolved* and the Registrar of Companies shall place all documents relating to the transferor company and registered with him on the file kept by him in relation to the transferee company and the files relating to the said two companies shall be consolidated accordingly; and

(6) That any person interested shall be at liberty to apply to the Tribunal in the above matter for any directions that may be necessary.

Schedule

First Part

(Insert a short description of the freehold property of the transferor company)

Second Part

(Insert a short description of the leasehold property of the transferor company)

Third Part

(Insert a short description of all stocks, shares, debentures and other charges in action of the transferor company)

Dated ..........

(By the Tribunal)

Registrar

*Where the Tribunal directs that the transferor company should be dissolved from any other date, the clause should be altered accordingly.


Form No. CAA. 8

[Pursuant to section 232(7) and rule 21]

In the Matter of compromise and/ or arrangement of .....................

Statement to be filed with Registrar of Companies

1. (a) Corporate identity number (CIN) of company:

(b) Global location number (GLN) of company:

2. (a) Name of the company:

(b) Address of the registered office of the company:

(c) E-mail ID of the company:

3. Date of Board of Directors’ resolution approving the scheme

4. Date of Order of Tribunal approving the Scheme under Section 232(3)

5. Details regarding:-

(a) Completed actions under the Order

(b) Pending actions under the Order with status

Declaration of compliance of scheme as per the Order of the Tribunal

I, the Director/ Company Secretary of ...................... do solemnly affirm and declare that we are in compliance with the Order of the Tribunal dated ________.

A copy of the scheme of the compromise or arrangement is enclosed.

__________________

Director/ Company Secretary

__________________

Chartered Accountant in practice/ Cost Accountant in 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


Form No. CAA. 9

[Pursuant to section 233(1)(a) and rule 25(1)]

Notice of the scheme inviting objections or suggestions

Notice is hereby given by M/s [...] (transferor/ transferee company) that a scheme of merger or amalgamation is proposed to be entered with M/s [...] (transferor/ transferee company) and in pursuance of sub-section (1)(a) of Section 233 of the Companies Act, 2013, objections or suggestions are invited in respect of the scheme.

A copy of the scheme of merger or amalgamation is enclosed.

Objections or suggestions are invited from –

(i) the Registrar (mention the details of the Registrar of the area where the registered office of the transferor / transferee company is situated);

(ii) Official Liquidator (mention the details of the Official Liquidator of the area where the registered office of the transferor company is situated); and

(iii) [Any person whose interest is likely to be affected by the proposed scheme].

Any person mentioned in (i), (ii) or (iii) above, desirous of providing objections or suggestions in respect of the scheme should send their objections or suggestions within thirty days from 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 of the transferor company).

Enclosure: A copy of the scheme of merger or amalgamation


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) Global location number (GLN) of company:

2. (a) Name of the company:

(b) Address of the registered office of the company:

(c) E-mail ID of the company:

3.(a) Whether the company is listed:

Yes

No

(b) If listed, please specify the name(s) of the stock exchange(s) where listed:

----------------------------------------------------------------------

----------------------------------------------------------------------

4. Date of Board of Directors' resolution approving the scheme

Declaration of solvency

We, the directors of M/s ...................... do solemnly affirm and declare that we have made a full enquiry into the affairs of the company and have formed the opinion that the company is capable of meeting its liabilities as and when they fall due and that the company will not be rendered insolvent within a period of one year from the date of making this declaration.

We append an audited statement of company's assets and liabilities as at ............ being the latest date of making this declaration.

We further declare that the company's audited annual accounts including the Balance Sheet have been filed upto date with the Registrar 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 the affairs of the company including the assets and liabilities of this company and that having done so and having noted that the scheme of merger or amalgamation between ..................... and ................................is proposed to be placed before the shareholders and creditors of the company for approval as per the provisions of sub-section of (1) of section 233 of the Companies Act, 2013, we make this solemn declaration believing the 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.

Commissioner of Oaths and

Notary Public

Attachments:

a) Copy of board resolution

b) Statement of assets and liabilities

c) Auditor's report on the statement of assets and liabilities

Annexure

Statement of assets and liabilities as at ..........

Name of the company .........................

Assets

Book                       Estimated

Value           Realizable 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 including interest 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 :................




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 the Central 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 involving merger:

6. Details of approval of the scheme of merger by the transferee 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 members holding 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 of creditors)

7. Details of approval of the scheme of merger by the transferor 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 members holding 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 value of creditor)

Declaration

I .................... the director of the transferee company hereby declares that-

(i) Notice of the scheme as required under section 233(1)(a) was duly sent to the Registrars and Official Liquidators of the place where the registered office of the transferor and transferee companies are situated and to all other persons who are likely to be affected by the scheme and a copy of the same has been attached herewith;

(ii) the objections to the scheme have been duly taken care of to the satisfaction of the respective persons;

(iii) the scheme has been approved by the members and creditors of the transferee and transferor company by the requisite majority in accordance with section 233(1)(b) and (d) respectively;

(iv) all the requirements under section 233 of the Act and the rules made there have been complied with; and

(v) to the best of my knowledge and belief the information given in this application and its attachments is correct and complete;

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.


Form No. CAA. 12

[Pursuant to section 233 and rule 25(5)]

Confirmation order of scheme of merger or amalgamation between

Ms. .................................. and Ms. ..................................

Pursuant to the provisions of section 233, the scheme of compromise, arrangement or merger of M/s ......................... (transferor company) with M/s. ...................................... (transferee company) approved by their respective members and creditors as required under section 233(1)(b) and (d), is hereby confirmed and the scheme shall be effective from the .........................day of ..................20...

A copy of the approved scheme is attached to this order.

Signature with seal

Date

Place


Form No. CAA. 13

[Pursuant to section 233(5) and rule 25(6)]

Application by the Central Government to the Tribunal

[Heading as in Form NCLT. 4]

(Name and address of the applicant)

State the name and address of the persons who should be given opportunity of being heard in disposing of this reference.

(Note: Please enclose as many additional copies of the reference application as there are persons as above named.)

On the basis of the information available from the documents annexed hereto-

1. The applicant hereby makes reference to the National Company Law Tribunal, -----, Bench, under section ................. of the Companies Act, 2013

2. The applicant states as follow :

(Here set out the brief facts of the case)

3. The submission of the applicant is as follows :

(Submission)

4. The applicant has annexed hereto the documents or copies thereof as specified below:

Place:

Date:

Signature of the applicant

List of Document

1.

2.

3.


Form No. CAA. 14

[Pursuant to section 235(1) and rule 26]

Notice to dissenting shareholders

To

....................

....................

Notice for acquiring ..........shares held by you in M/s..........(hereinafter called ‘the transferor company’)

Notice is hereby given by M/s................... (hereinafter called ‘the transferee company’) that an offer made by the transferee company on ............... to all the shareholders of the transferor company for acquisition of the shares or class of shares at the price of .......... has been approved by the holders of ............ in value of the shares, being not less than nine-tenth in value of the said shares (other than shares already held at the date of the offer by the transferee company either by itself or by its nominees or subsidiaries).

In pursuance of the provisions of sub-section (1) of section 235 of the Companies Act 2013, notice is further given that the transferee company is desirous of acquiring ...........shares held by you in the transferor company at a price of Rs. ..............., being the price paid to the approving shareholders.

Take further note that if you are not in favour of such acquisition of your shares by the transferee company, then you may apply to the Tribunal within one month hereof. Unless an application is made by you as aforesaid or unless on such application the Tribunal orders otherwise, the transferee company will be entitled and bound to acquire the aforesaid shares held by you in the transferor company on the terms of the above mentioned offer.

Date:

Place:

Signature

(On behalf of transferee company)


Form No. CAA. 15

[Pursuant to section 238(1)(a) and rule 28]

Information to be furnished along with circular in relation to any scheme or contract involving the transfer of shares or any class of shares in the transferor company to the transferee company

Details of the transferee company

1. (a) Corporate Identity Number :

(b) Global Location Number :

2. (a) Name of the company:

(b) Registered office address:

(c) E-mail id:

3. Whether the company is

              Public company

              Private company

              OPC

4. (a) Whether the shares of the company are listed on a recognized 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:

Authorized share capital:

Issued share capital:

Subscribed share capital:

Paid up share 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 interest of:

(i) Key Managerial Personnel

(ii) Promoters

(iii) Directors

(iv) Debenture trustees

(v) Deposit trustees

(vi) Auditors

10.(a) Extent of shareholding of directors, Key Managerial Personnel, promoters, managers, managing directors of the transferee company

Shareholder's name -

Status (whether a director, Key Managerial Personnel, etc.) -

Share type-

Number of shares-

Value per share (Rs.)-

(b) Extent of shareholding of directors, Key Managerial Personnel, promoters, managers, managing director in the transferor company

Shareholder's name

Status (whether a director, Key Managerial Personnel, etc.)-

Share type -

Number of shares -

Value per share (Rs.)-

11. (a) Offer made by any other person on behalf of the company:

              Yes

              No

   (b) State the interest of the other person in the company:

Details of the transferor company

12. (a) Corporate Identity Number :

   (b) Global Location Number :

13. (a) Name of the company:

   (b) Registered office address:

   (c) E-mail id:

14. Whether the company is

Public company

Private company

One Person Company

15. (a) Whether the shares of the company is listed on a recognized 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:

Authorized share capital:

Issued share capital:

Subscribed share capital:

Paid up share 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 such interest of:

(i) Key Managerial Personnel

(ii) Promoters

(iii) Directors

(iv) Debenture trustees

(v) Deposit trustees

(vi) Auditors

21. (a) Extent of shareholding of directors, Key Managerial Personnel, promoters, managers, managing directors of the transferee company

Shareholder's name-

Status (whether a director, Key Managerial Personnel, etc.)-

Share type -

Number of shares -

Value per share (Rs.)-

(b) Extent of shareholding of directors, Key Managerial Personnel, promoters, managers, managing director in the transferor company

Shareholder's name-

Status (whether a director, Key Managerial Personnel, etc.)-

Share type-

Number of shares-

Value per share (Rs.)-

22. Any relation that subsists between transferor and transferee company:

Details of the scheme

23. Reasons for which the offer has been recommended by director of the transferor company:

24. Form of consideration

Total consideration

..........................

              Cash

..........................

              Other than cash

..........................

25. if consideration is other than cash, particulars thereof:

26. if consideration involves the allotment of shares in the transferee company,

(a) Share exchange ratio:

(b) basis of valuation of shares of transferee company:

(c) Full particulars of the shares and the rights attached thereto:

27. Sources from which the transferee company proposes to pay for the acquisition of the said shares, if the consideration is cash:

Declaration

I/ We, .............., directors of the transferor company do solemnly declare that the information given in this statement and enclosures is correct and complete to the best of my/our knowledge.

Date:

Place:

Signature

Enclosures:

1. Details of transfer of shares in the transferor company by its 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 of transferee company disclosing the steps it has taken to ensure that necessary cash will be available;

5. Details of change of name, registered office and objects of the transferee company;

6. Details of change of name, registered office and objects of the transferor company.


[Form No. CAA. 16]

[Pursuant to section 230 and rule 25A]

In Company Petition No. .....................

Declaration in terms of Rule 25A

An application under section 230 is being made before the National Company Law Tribunal for merger and amalgamation between:

1. M/s. _______________(details of transferee company/body corporate)

2. M/s.________________(details of transferor company/body corporate)

3. ...................................

And in compliance with Rule 25A,

I ____________duly authorised representative of ___________________(details of company/body corporate) do hereby solemnly declare that -

    the company/body corporate is not required to obtain prior approval under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019; or

    the company/body corporate is required to obtain prior approval under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 and the same has been obtained and is enclosed herewith.

(Tick whichever is applicable)

Date:__________

Place:__________

Signature

Enclosure:

Approval under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019.

[Annexure B]

Jurisdictions referred to in clause (a) of sub-rule (2) of rule 25A

Jurisdictions -

(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.

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