Notice to statutory authorities Section 5 provides that the said notice along with all the documents in Form CAA 3 shall be sent to- the Central Government; the Reserve Bank of India; the Securities and Exchange Board of India; the respective Stock Exchanges; the Official Liquidator; the Competition Commissioner of India; and all such other sectoral regulators or authorities which are likely to be affected by the compromise or arrangement.
Sometimes, the transferee company does not feel it necessary to serve notice on the dissenting shareholders. A notice of admission in Form No. Rule 16 provides that 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 Arrangements compromise reconstruction and amalgamation the Tribunal may direct, not less than 10 days before the date fixed for the hearing.
Notice to statutory authorities. Such an order shall be deemed to be an order made under Section Rule 16 provides that 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 10 days before the date fixed for the hearing.
Companies Billwhich seeks to replace the Companies Act ofhas brought with it tremendous changes and new requirements in almost all spheres of corporate functioning. The notice shall be advertised in Form No. The transferee company to file a copy of the scheme as agreed by the creditors and members of the company with the Central Government in Form No.
All insertions in the proxy are in the handwriting of the witness. Arrangements compromise reconstruction and amalgamation is no corresponding clause to this effect in the Companies Bill In case the scheme affects the rights of debenture-holders, the Statement, as aforesaid, shall also include similar Arrangements compromise reconstruction and amalgamation of debenture trustees as is required to be given for directors.
Power of Tribunal to enforce Arrangements compromise reconstruction and amalgamation or arrangement Section provides where the Tribunal makes an order sanctioning a scheme in respect of a company, it- shall have power to supervise the implementation of the scheme; and may, at the time of making such order or at any time thereafter, give such directions in regard to any matter or make such modifications in the compromise or arrangement as it may consider it necessary for the proper implementation of the compromise or arrangement.
It implies creation of a new company by a complete consolidation of combining units. The authority to sanction the scheme in this case is given to the Regional Director Central Government instead of the Tribunal.
Voting Rule 9 provides that 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.
All insertions in the proxy are in the handwriting of the witness. Appeal under sub-section 2 of section of the Ac— 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 of the Act and the said appeal shall be in the Form No.
It further empowers the Court to order winding up of the company where the scheme cannot be satisfactorily implemented with or without modifications. Any sums received by the transferor company shall be paid into a separate bank account, and any such sums and any other consideration so received shall be held by that company in trust for the several persons entitled to the shares in respect of which the said sums or other consideration were respectively received.
If the scheme is approved by the meeting: In a compromise, the parties intend to settle a dispute between them by a give and take arrangement. Such equity shares would need to be acquired at a valuation.
This chapter is a complete code in itself which contains provisions regarding all forms of compromises with creditors and arrangements with members. Mergers and acquisitions have always been a topic of corporate interest in the modern times.
Application for directions under section of the Act. The Tribunal may, on application, pass such order as it may deem fit. Rule 10 2 provides that where a body corporate which is a member or creditor 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.
Clause — Merger or amalgamation of company with foreign company Clause for the first time makes provision for schemes of mergers and amalgamations between companies incorporated in India and companies incorporated in countries to be notified by the Central Government outside India.
Clause — Simplified procedure for Small companies and Holding — WOS companies Clause is a new inclusion in the bill which provides for a simplified procedure in relation to a scheme of merger or amalgamation between two or more small companies or between a holding company and its wholly-owned subsidiary company or such other class or classes of companies as may be prescribed.
Sanction of the scheme Rule 15 provides that where the proposed compromise or arrangement is agreed to by the members or creditors or both, with or without modification, the company or its liquidator shall, within 7 days of the filing of the report by the Chairperson, present a petition to the Tribunal in Form CAA — 5 for sanction of the scheme of compromise or arrangement.Singapore Companies Act - Chapter 50 - Arrangements, Reconstructions and Amalgamations.
PART VII. ARRANGEMENTS, RECONSTRUCTIONS AND AMALGAMATIONS. consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation shall be fully and effectively carried out. Compromises & Arrangements under Companies Act Section /Clause is the enabling section which empowers a company to contemplate a scheme of compromise or arrangement.
This section talks about – Section of the Companies Act contains provisions facilitating a scheme of reconstruction or amalgamation. – (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.
by a notice of admission supported by an affidavit for directions of the Tribunal as to the proceedings to be taken. Compromises & Arrangements under Companies Act Section /Clause is the enabling section which empowers a company to contemplate a scheme of compromise or arrangement. This section talks about – Section of the Companies Act contains provisions facilitating a scheme of reconstruction or amalgamation.
Compromise,reconstruction or amalgamation 1. COMPROMISE OR ARRENGEMENTThe provisions of the Companies Act regardind a scheme of ‘Compromise’ or ‘Arrangement’ are mainly applicable to those companies which are liable to be wound up under the act [ sec(a) ].
that 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 .Download