- Any aggrieved party may file an appeal against the order of the Registrar of Companies refusing to register any circular under sub-section (2) of section 238 of the Act and the said appeal shall be in the Form No. NCLT. 9 (appended in the National Company Law Tribunal Rules, 2016) supported with an affidavit in the Form No. NCLT. 6 (appended in the National Company Law Tribunal Rules, 2016).
Schedule of Fees
S. No.
Sections of the Companies Act, 2013
Rule Number
Nature of application or petition
Fees
1. [ [Substituted by Notification No. G.S.R. 79(E), dated 3.2.2020 (w.e.f. 14.12.2016).]
Sub-section (1) of section 230
3
Application for compromise arrangement and amalgamation.
Rs. 5,000/-]
2.
Sub-section (2) of section
235
Application by dissenting shareholders.
Rs. 1,000/-
3.
Sub-section (2) of section 238
29
Appeal against order of Registrar refusing to register 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.
|}
[Annexure B] [Inserted by Notification No. G.S.R. 368(e), dated 13.4.2017 (w.e.f. 14.12.2016).]
Jurisdictions referred to in clause (a) of sub-rule (2) of rule 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.