1.
COMPANIES ACT 2013
Oppor

2.
CORPORATE RESTRUCTURING
MERGER
&
AMALGAMATION
INTERNAL
RECONSTRUCTION
DEMERGER TAKEOVER
OF
UNLISTED
COMPANY

3.
CORPORATE RESTRUCTURING
Chapter XV : COMPROMISE, ARRANGEMENTS AND AMALGAMATIONS
Section 230
Power to Compromise or
make arrangement with
Creditors and Members
Section 233
Fast Track Merger
Section 235
Power to acquire shares
of shareholders dissenting
from Scheme approved
by majority
Section 236
Purchase of minority
shareholding
Section 240
Liability of officers in
respect of offences prior
to merger
Companies ( Compromise, Arrangements & Amalgamation) Rules, 2016

4.
CORPORATE RESTRUCTURING
Prepare the
Scheme of Amalgamation / Arrangement / Compromise

5.
File the Scheme to NCLT Application
in
NCLT - 1
Notice of
Admission
NCLT – 2
Affidavit
in
NCLT – 6
• Copy of Scheme
• Disclosure of Material Fact
• Latest Financial Statements
• Latest Audit Report
• Declaration of Pendency of any investigation
Hearing of the application at the Tribunal
Tribunal directs for the class meeting of Members and Creditors
• Fix the Time & Place of meeting
• Appoint Chairperson & Scrutinizer
• Fix Quorum & Procedure to be followed

6.
NOTICE OF MEETING
EXPLAINATORY STATEMENT + COPY OF SCHEME + SUMMARY OF VALUATION REPORT
Form CAA 2
Form CAA 3
MEMBERS CREDITORS SECTORIAL REGULATORS /
STATUTORY AUTHORITIES
ATLEAST 1 MONTH
PRIOR TO THE DATE OF MEETING
PUBLISH OF ADVERTISEMENT
( ATLEAST 30DAYS BEFORE THE DATE OF MEETING)
NEWSPAPER WEBSITE
• ENGLISH NATIONAL
• VERNACULAR LAGUAGE
•COMPANY
•SEBI
•STOCK EXCHANGES

7.
AFFIDAVIT BY CHAIRPERSON
7 DAYS
PRIOR TO THE MEETING

8.
MEMBER
MORE THAN 10% SHARES
CREDITORS
MORE THAN 5 % TOTAL DEBT

9.
REPRESENTATIONS BY STATUTORY AUTHORITIES
Within 30 days of Receipt of Notice

10.
CLASS MEETING OF MEMBERS & CREDITORS

11.
WITHIN 3 DAYS
AFTER CONCLUSION OF MEEETING
CHAIRPERSON SUBMIT REPORT OF RESULT TO NCLT
[ Form CAA – 4 ]

12.
WITHIN 7 DAYS
AFTER FILING OF REPORT BY CHAIRPERSON
COMPANY FILES 2nd MOTION APPLICATION / PETITION TO NCLT
( Form CAA 5 )
TRIBUNAL SHALL FIX THE DATE OF HEARING
NOTICE OF HEARNING TO BE
PUBLISHED IN NEWSPAPER
(ATLEAST 10 DAYS BEFORE THE FINAL
HEARING)
TRIBUNAL
NOTICE TO HEARING TO
MEMBERS & CREDITORS who
objected the Scheme
CG
&
OTHER AUTHORITIES
who made representations

13.
FINAL HEARING AT TRIBUNAL
SCHEME IS APPROVED BY NCLT
APPEAL
to
NLCAT
within 45 days
OBATIN CERTIFIED COPY OF ORDER
FILE WITH ROC in FORM CAA 7
for REGISTRATION
WITHIN
30 DAYS OF
RECIEPT OF ORDER

14.
UNTIL SCHEME IS FULLY IMPLEMENTED
WITHIN 210 DAYS FROM THE END OF THE FINANCIAL
YEAR
FILE STATEMENT OF COMPLIANCE IN MERGER &
AMALGAMATION
TO ROC
IN FORM CAA 8
TO BE CERTIFIED
BY CS / CA / CWA
in PRACTICE
indicating Compliance of Order of Tribunal

15.
Section 233
FAST TRACK MERGER
SMALL COMPANY
SMALL COMPANY HOLDING COMPANY
WHOLLY OWNED
SUBSIDIARY COMPANY
CENTRAL GOVERNMENT HAVE POWER TO SANCTION A SCHEME
NO NEED TO APPROACH NATIONAL COMPANY LAW TRIBUNAL (NCLT)

16.
PREPARE THE SCHEME OF MERGER
in consultation with the
BOD of Transferor & Transferee Companies
NOTICE OF PROPOSED SCHEME IS TO BE SENT
TO ROC & OFFICIAL LIQUIDATOR
FORM CAA 9
FILE DECLARATION OF SOLVENCY WITH ROC
by TRANSFEROR & TRANSFEREE Co.
FORM CAA 10
CONVENE MEETING OF MEMBERS AND CREDITORS (if any)
21 CLEAR DAYS NOTICE ALONG WITH
EXPLAINATORY STATEMENT & DECLARATION OF SOLVENCY
SCHEME IS APPROVED BY
MEMBERS PRESENT AT GENERAL MEETING HOLDING
ATLEAST 90% OF THE TOTAL NUMBER OF SHARES
&
CREDITORS REPRESENTING 9/10th IN VALUE

17.
• COPY OF SCHEME AS APPROVED BY MEMBERS AND CREDITORS
• REPORT OF THE RESULT OF EACH OF THE MEETINGS
TRANSFEREE COMPANY SHALL FILE WITH CG IN FORM CAA 11
COPY OF SCHEME ALONG WITH RELEVANT FORM SHALL ALSO BE FILED WITH ROC & OL
WITHIN 7 DAYS FROM THE CONCLUSION OF MEETING
ROC & OL
PROVIDES
NO OBJECTION / SUGGESTION
ON THE SCHEME TO
CENTRAL GOVERNMENT
ROC & OL
PROVIDES
OBJECTION / SUGGESTION
&
IF CG IS OF OPINION THAT
SCHEME IS NOT IN PUBLIC INTEREST
WITHIN 30 DAYS FROM THE RECEIPT OF SCHEME
SCHEME IS APPROVED &
CG SHALL ISSUE CONFIRMATION ORDER
CG MAY FILE AN APPLICATION BEFORE NCLT
FOR CONSIDERATION OF SCHEME u/s 232
FILE THE COPY OF ORDER WITH ROC
in e-FORM INC 28
WIHTIN 30 DAYS
APPLICATION TO NCLT
MUST BE FILED
WITHIN 60 DAYS OF RECEIPT OF SCHEME

18.
SINGLE WINDOW CLEARANCE
CHANGE OF NAME
CHANGE OF REGISTERED OFFICE
REDUCTION OF SHARE CAPITAL
CONVERSION OF PVT. to PUBLIC Co.
&
Vice versa
SANCTION OF SCHEME WITHOUT
POWER TO AMALGAMATE IN MOA
INCREASE AUTHORIZED CAPITAL
CHANGE OF OBJECT CLAUSE

19.
ROLE OF COMPANY SECRETARIES
DRAFTING OF SCHEME
CERTIFICATION
COMPLIANCE OF PROCEDURE
VALUATION & SWAP RATIO
DUE DILIGENCE
REPRESENT AT NCLT
SEBI REGULATION COMPLIANCE
DECESION MAKING

20.
CS ANAND KANKANI
Practicing Company Secretary
& Academician