1. COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS CHAPTER XV OF COMPANIES ACT, 2013
By CMA, CS APARNA BISWAS

2. Applicable Provisions of the Act
Covered from Section 230 to 240 of the Companies Act,2013.
For execution of procedures specified in above section rules has been notified namely:
Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
National Company Law Tribunal Rules,
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

3. Chapter XV of the Companies Act,2013
1. Section deals with compromise or arrangements. 2. Section 232 deals with mergers and amalgamation including demergers. 3. Section 233 deals with amalgamation of small companies, holding company with wholly-owned subsidiary (also called fast track mergers) 4. Section 234 deals with amalgamation with foreign company (also called cross border mergers) 5. Section 235 deals with acquisition of shares of dissenting shareholders. 6. Section 236 deals with purchase of minority shareholding. 7. Section 237 deals with power of central government to provide for amalgamation of companies in public interest. 8. Section 238 deals with registration of offer of schemes involving transfer of shares. 9. Section 239 deals with preservation of books and papers of amalgamated companies. 10. Section 240 deals with liability of officers in respect of offences committed prior to merger, amalgamation etc.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

4. Compromise, Arrangement Vs Amalgamations/Mergers
Compromise & Arrangement are done between Company and Creditor or Company and Member.
Whereas,
Amalgamation & Merger is a special type of Compromise & Arrangement between two or more Companies.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

5. Steps to be followed in execution of Compromise & Arrangement Section 230
An application may be filed by creditor or member or Liquidator or Company to the Tribunal.
Application made to the Tribunal to order a meeting of Creditors or Members.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

6. Steps to be followed in execution of Compromise & Arrangement
The Applicant shall disclose to Tribunal by Affidavit:-
All material facts relating to Company. E.g. Latest Financial Position, Latest Auditors Report.
Reduction of share capital, if any, included in the Compromise or Arrangement.
Scheme of any Corporate Debt Restructuring, consented to by greater than or equal to 75% of secured creditors in value.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

7. Steps to be followed in execution of Compromise & Arrangement
Notice of meeting called in pursuance of order of Tribunal shall be sent to All Creditors, All Members & Debenture-holders
Annexure with the notice to be attached specifying details of Compromise/ Arrangement, Copy of valuation report etc.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

8. Steps to be followed in execution of Compromise & Arrangement
Advertisement of Notice shall be done on the website of company, shall be published in newspapers and if listed company then it shall also be placed in the website of SEBI and Stock-Exchange.
Notice shall also specify that they may vote in the meeting either themselves or through proxies or by postal ballot within 1 month of the date of receipt of Notice.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

9. Steps to be followed in execution of Compromise & Arrangement
Notice shall also be sent to Central Government, Income Tax Authorities, RBI, SEBI, ROC, Respective Stock Exchange, sectoral regulators or authorities etc.
Any representations by above authorities should be made within 30 days of receipt of Notice. In case of no response within the stipulated time, it shall be presumed that they have no representations to make on the proposals.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

10. Steps to be followed in execution of Compromise & Arrangement
For the Tribunal order to be binding 3/4th in value of creditors/members, as the case may be, who voted for the scheme is to be checked.
If the above majority is fulfilled, then Tribunal shall pass the order & it shall be binding on Company, Members, Creditors, liquidators, & the contributories of the company.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

11. Steps to be followed in execution of Compromise & Arrangement
Order of Tribunal must be filed to ROC within 30 days of receipt.
No compromise/arrangement shall be sanctioned unless a certificate from company’s auditor has been filed that accounting treatment proposed in the scheme is as per AS prescribed u/s 133
Tribunal may dispense with calling meeting of creditor, if creditors having at least 90% value, agree by affidavit to the scheme.
The words “Tribunal” shall be substituted by Central Government in case of Government Company.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

12. Steps to be followed in execution of Amalgamation/ Merger- Section 232
In case of Merger/Amalgamation of two or more companies and there is transfer of undertaking/property/liabilities, then Tribunal may on an application received by it, order meeting of such Creditors or Members.
Notice is given in same way as in Compromise & Arrangement.
Following is required to be circulated by the merging companies :-
Draft scheme adopted by directors of merging companies
Confirmation of filing draft with ROC
Share Exchange Ratio adopted
Valuation Report
Supplementary Accounting Statement, if any.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

13. Steps to be followed in execution of Amalgamation/ Merger
Order of Tribunal must make the following provisions :-
Date of Transfer
Allotment/ appropriation of shares/debentures/like instruments by transferee company
Continuation of Legal Proceedings
Dissolution without winding up of transferor company
Provision for Dissenting shareholders
NRI Holder
Employee Transfer
Certificate of Company’s Auditor on accounting treatment in conformity with AS.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

14. Steps to be followed in execution of Amalgamation/ Merger
On passing of the order , the transfer of assets & liabilities shall take place.
Certified copy of order must be filed with ROC within 30 days.
Duly certified statement of compliance of scheme by CA/CS/CWA must be filed with ROC.
The word “Tribunal” shall be substituted with “Central Government” in case of Government Company.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

15. Section 230
Power To Compromise or Make Arrangements with Creditors & Members :
Power of NCLT on an application filed for a Compromise/Arrangement :
If a compromise/arrangement is proposed between :
Company & Creditor or
Company & Member
Then an application may be filed by Creditor or member or liquidator (appointed under this Act or IBC,2016) or the company, to the NCLT.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

16. Section 230
Application was done to order a meeting of creditors or members, to be called, held & conducted in such a manner as NCLT directs.
Disclosure by Applicant :
Applicant shall disclose to Tribunal by Affidavit:
All material facts relating to Company. E.g. Latest financial position, Latest Auditor’s report, Pendency of any investigation against the company.
Reduction of share capital, if any, included in the Compromise or arrangement.
Scheme of any Corporate Debt Restructuring consented to by greater than equal to 75% of secured creditors in value
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

17. Section 230 Creditors Responsibility Statement
Safeguard for protection of other creditors
Report by auditor on Liquidity post restructuring
Statement to the effect that RBI guidelines for CDR shall be adopted.
Valuation report by a registered valuer.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

18. Section 230
Notice of meeting conducted on order of NCLT shall be sent to :-
at their individual registered addresses with the company.
All Creditors
All Members
All Debenture holders
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

19. Section 230 Annexure with the notice :-
Details of compromise/ arrangement
Copy of Valuation report
Effect on creditors, KMP & others.
Effect on any material interest of directors or debenture trustee etc.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

20. Section 230 Advertisement of Notice :-
Must be placed on the website of company
Must be placed on the website of SEBI & Stock- Exchange in case of listed company.
To be published in Newspapers, in the manner prescribed.
Notice shall also specify that they may vote in the meeting either themselves or through proxies or by Postal ballot within 1 month of receipt of notice.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

21. Section 230
However any objection to the compromise/ arrangement shall be made only by persons holding greater than or equal to 10% of shareholding or having outstanding debt of greater than equal to 5% of total outstanding debt as per latest audited Financial Statement.
Notice along with prescribed documents must also be sent to Central Government, Income tax authorities, RBI, SEBI, ROC and such other sectoral regulators likely to be affected by compromise/ arrangement.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

22. Section 230
Sectoral Regulators shall make representations, if any, within 30 days of receipt of notice, failing which, it will be presumed that they have no representations.
3/4th in value of creditors / members who voted in person/proxy/postal ballot for the scheme should give their consent.
If the above majority is fulfilled, then NCLT shall pass the order, which shall be binding on Company/ all creditors/ all members/ liquidator and contributories.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

23. Section 230 Particulars to be stated in order issued by NCLT :-
If preference shares are converted into equity shares, then such preference shares must be given an option to obtain arrears of dividend in cash or equity shares.
If any class of creditors exist then it must be protected.
Section 48 variation of shareholder right must be complied with.
Exit offer to dissenting shareholders must be given.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

24. Section 230
No Compromise/ arrangement shall be sanctioned, unless a certificate from company’s auditor has been filed that accounting treatment proposed in the scheme is as per accounting standard prescribed u/s 133.
Order of NCLT must be filed with ROC within 30 days of receipt of order.
NCLT may dispense with calling meeting of Creditors, if creditors having greater than 90% value, agree and confirm by affidavit to scheme.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

25. Section 230
No compromise in respect of buyback shall be sanctioned by NCLT, unless it is in accordance with section 68 (Power of company to purchase its own securities).
For the entire section 230 the words “Tribunal” shall be substituted by “Central Government” in case of Government Company.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

26. Section 231 Power of NCLT to enforce Compromise Arrangement
If Tribunal has passed order u/s 230 it shall have the power to :-
Supervise the implementation
Give such directions as it may consider necessary for proper implementation.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

27. Section 231
If NCLT thinks that order u/s 230 cannot be implemented & company is unable to pay its debts
It may make an order for winding up
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

28. Section 232
Merger & Amalgamation of Companies Filing of an application: When application u/s 230 is made to the NCLT for :-
Merger/ Amalgamation of two or more companies and,
There is going to be transfer of property
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

29. Section 232
Then NCLT may on an application received by it, order meeting of such Creditors or Members.
Circulation of information for meeting by the merging companies / companies of which a division is proposed, following is also required to be circulated :-
Draft adopted by directors of merging companies.
Confirmation of filing draft with ROC
Share Exchange Ratio adopted
Valuation Report
Supplementary Accounting Statement
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

30. Section 232 Following are the contents of Order issued by NCLT :-
Date of Transfer
Transfer of Instruments
Legal Proceedings
Dissolution
Provision for Dissenting persons
NRI Holders
Employee Transfer
Certificate by Company’s Auditor
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

31. Section 233 Merger or Amalgamation of certain companies
If merger/amalgamation is between :
Two or more Small Companies.
A holding Company & its wholly owned Subsidiary Company
Such other class of prescribed companies
Aparna Biswas, Company Secretary (WBSEDCL)

32. Section 233
A notice of proposed scheme, inviting objections, suggestions from ROC & official Liquidator within 30 days, to be issued by Transferor Company and Transferee company.
Objection/ Suggestion received by the companies to be considered in the General Meeting & it must be approved by respective members holding greater than or equal to 90% of total number of shares.
Each of such company is required to file a declaration of solvency with ROC.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

33. Section 233
Meeting of creditors shall be called by giving 21 days notice & the scheme shall be approved by majority. i.e. 9/10th in value of creditors.
Transferee company shall file copy of scheme with Central Government, Registrar of Companies & official Liquidator.
If these authorities have no objection or suggestion then CG shall register the same & issue a Confirmation.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

34. Section 233
If there are objections/ suggestions, then they may communicate to Central Government within 30 days, in writing. If not communicated, then it is assumed that no objections are there.
If Central Government after receiving objections or suggestions, is of the opinion that it is not in public interest or interest of creditors, it may file the application before NCLT within 60 days of receipt of application.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

35. Section 233
Stating the objections & requesting NCLT to consider the same U/s. 232
If NCLT is of opinion that scheme should be considered u/s 232, it may direct accordingly or confirm the scheme.
Copy of order confirming the scheme, shall be communicated to ROC of transferee Company & ROC shall register the same & issue confirmation to companies & this confirmation shall be communicated to ROC of transferor company.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

36. Section 233
Registration of Scheme = Deemed Dissolution of Transferor Company without winding up
Effect of Registration of Scheme :
Transfer of property/ Liabilities
Charges on Transferor Company = Charges on Transferee Company
Legal proceedings shall be continued against Transferee Company.
Where any amount is still unpaid to dissenting members/creditors , it shall become the liability of transferee Company.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

37. Section 233
Transferee Company shall not, on merger/ amalgamation hold shares in its own name or on behalf of any of its subsidiary/ associate company & all such shares shall be cancelled/ extinguished.
Transferee Company shall file application with ROC along with scheme registered, indicating the revised capital. ( Fees paid by transferor Company shall be set off against fees payable by transferee Company.)
Provision of this section (subject to some modification) shall also apply to companies specified in Section 230(1). Therefore Companies have option between Sections 232 & 233.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

38. Section 234
Merger or Amalgamation of Company with Foreign Company (NEW PROVISION UNDER COMPANIES ACT, 2013)
These provisions are also known as provisions related to Cross Border Merger.
Here, foreign company means, company incorporated outside India, whether having a place of business in India or not.
Central Government may make rules in consultation with RBI, in connection with merger & amalgamation under this section.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

39. Section 234
A foreign company may (with prior approval of RBI) merge into a company registered under this Act or vice-versa and,
terms & conditions may provide for payment of consideration to the shareholders of merging company
it can be in cash, or in Depository Receipts or partly cash & partly depository receipts, as per the scheme.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

40. Section 235
Power to Acquire Shares of Shareholders Dissenting from Scheme or Contract Approved by Majority:
Transferee Company shall make an offer to the shareholders of transferor company. This scheme/ contract of transfer of shares must be approved by greater than or equal to 90% of value of shares held by members of transferor company, within 4 months of making the offer.
Transferee Company shall express its desire to acquire the remaining shares of dissenting shareholders, within 2 months of expiry of above 4 months & also give notice to such shareholders about its desire to acquire.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

41. Section 235
If the above notice is given, the transferee company shall within 1 month from date of giving above notice, be entitled to acquire those shares under the scheme/ contract. This is applicable when no application has been made by dissenting shareholders to NCLT.
If NCLT decision is in favour of company & not in favour of Dissenting Shareholders, the transferee company shall on expiry of 1 month from date of notice , & once the dissenting shareholders application has been disposed off :-
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

42. Section 235
it may send a copy of notice to transferor company and transfer deed to be executed on behalf of shareholders.
Pay the consideration to transferor company as per scheme/ contract.
Transferor company shall register the transferee company as holder of shares & intimate the dissenting shareholders of this fact & about the price payable to them.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

43. Section 235
Any sum received by transferor company, shall be paid into a separate bank account & such amount shall be held by that company in trust for such shareholders and shall be disbursed to entitled shareholders within 60 days.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

44. Section 236 Purchase of Minority Shareholding
An acquirer or any person or group of persons
Holding / Becoming shareholders of greater than equal to 90% of issued share capital
They shall notify the company of their intention to buy the remaining equity shares at a price determined by a registered valuer as per the Valuation Rules.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

45. Section 236
Also minority shareholders may offer to majority shareholders for purchasing their interest & to determine the prices.
Majority Shareholders shall deposit an amount =
Value of shares to be acquired , in a separate bank account, to be operated by company whose shares are being transferred, for at least 1 year for payment to minority shareholders & such amount shall be disbursed within 60 days. Disbursements shall continue till 1 year, if not made within 60 days.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

46. Section 236
Company whose shares are being transferred shall be deemed as transfer agent
If there is no physical delivery of shares, then the share certificate of minority shareholders shall be cancelled, & such company shall issue new shares to majority & the payment be passed on to the minority.
When shares of minority shareholders have been acquired in pursuance of this section, the shareholders holding greater than equal to 75% of minority equity shareholding, may negotiate or reach an understanding on a higher price.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

47. Section 237
Power of Central Government to Provide for Amalgamation of Companies in Public Interest
If Central Government is satisfied that it is essential in public interest that 2 or more companies should amalgamate, then CG may by order in official gazette, notify the same & provide for amalgamation into a single company.
Order may provide that legal proceeding of transferor company may continue against transferee company.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

48. Section 237
Every member/ creditor of each transferor company before amalgamation , shall have, as nearly as possible, same rights/ interest in the transferee company.
If the interest/ rights are less, then they shall be entitled for compensation.
Person aggrieved by above compensation, may prefer an appeal to NCLT, within 30 days of date of publication of such assessment in official gazette.
Then the assessment of compensation, shall be made by NCLT.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

49. Section 237 No order shall be made under this section, unless:
copy of proposed order has been sent in draft to each of the companies concerned.
if no appeal was filed & the time limit has expired.
if appeal was filed, then it has been disposed off
Central Government has considered the suggestions / objections (if any) received from company & made modifications in draft order, if any, by giving at least 2 months time to company.
Copy of every order made under this section, shall as soon as made, be laid before each house of Parliament.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

50. Section 238
Registration of offer of Schemes Involving Transfer of Shares
For every offer of a scheme/contract, which involves transfer of shares in transferor company to transferee Company u/s 235 :
every circular of offer must be sent to members of company by directors along with necessary information .
Such offer must contain a statement on behalf of transferee company that it has taken necessary steps to ensure that necessary cash will be available and, before circulating, it must be compulsorily registered with Registrar of Companies.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

51. Section 238
Registrar of companies may refuse to register the circular which has incomplete/ incorrect information and communicate this refusal within 30 days of application.
Against this refusal, appeal may be preferred before NCLT.
If any director issues a circular which was not registered with Registrar of Companies, shall be punishable with fine. Min : Rs.25, Max : Rs.5,00,000
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

52. Section 239 Preservation of Books & Papers of Amalgamated Companies
Books & Papers of a company, which has been amalgamated with or whose shares have been acquired by, another company, in this context, shall not be disposed off, without prior permission of Central Government.
Before granting this permission, Central Government may appoint a person to examine such books/ papers for ascertaining whether they contain any evidence of commission of an offence related to promotion/ formation/ management of affairs of transferor company or its amalgamation or acquisition of its shares.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

53. Section 240
Liability of Officers in Respect of Offences Committed Prior to Merger, Amalgamation etc. (NEW PROVISION UNDER COMPANIES ACT, 2013)
Liability in respect of offences committed under this Act by officers in default of transferor company prior to merger, amalgamation or acquisition shall continue after such merger, amalgamation or acquisition.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

54. Scheme of Arrangement for listed entity - SEBI (Listing Obligations and Disclosure Requirements), 2015
Regulation 11 The listed entity shall ensure that any scheme of arrangement/ amalgamation/ merger/ reconstruction/ reduction of capital etc. to be presented to Tribunal does not in any way violate, override or limit the provisions of securities laws or requirements of the stock exchange(s): Provided that this regulation shall not be applicable for the units issued by Mutual Fund which are listed on a recognised stock exchange(s)
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

55. Scheme of Arrangement for listed entity -SEBI (Listing Obligations and Disclosure Requirements), 2015
Regulation 37
Without prejudice to provisions of regulation 11, the listed entity desirous of undertaking a scheme of arrangement or involved in a scheme of arrangement, shall file the draft scheme of arrangement, proposed to be filed before Tribunal under Sections and Section 66 of Companies Act, 2013, with the stock exchange(s) for obtaining Observation Letter or No- objection letter, before filing such scheme with Tribunal, in terms of requirements specified by the Board or stock exchange(s) from time to time
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

56. Scheme of Arrangement for listed entity - SEBI (Listing Obligations and Disclosure Requirements), 2015
Regulation 94
The designated stock exchange, upon receipt of draft schemes of arrangement and the documents prescribed by the Board [Regulation 37(1)] shall forward the same to the Board, in the manner prescribed by the Board.
The stock exchange(s) shall submit to the Board its Objection Letter or No-Objection Letter on the draft scheme of arrangement after inter-alia ascertaining whether the draft scheme of arrangement is in compliance with securities laws within thirty days of receipt of draft scheme of arrangement or within seven days of date of receipt of satisfactory reply on clarifications from the listed entity and/or opinion from independent chartered accountant, if any, sought by stock exchange(s), as applicable.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

57. Scheme of Arrangement for listed entity - SEBI (Listing Obligations and Disclosure Requirements), 2015
The stock exchange(s), shall issue Observation Letter or No- objection letter to the listed entity within seven days of receipt of comments from the Board, after suitably incorporating such comments in the Observation Letter or No- objection letter:
Provided that the validity of the ‘Observation Letter’ or No- objection letter of stock exchanges shall be six months from the date of issuance.
The stock exchange(s) shall bring the observations or objections, as the case may be, to the notice of Tribunal at the time of approval of the scheme of arrangement.
Upon sanction of the Scheme by the Tribunal, the designated stock exchange shall forward its recommendations to the Board on the documents submitted by the listed entity in terms of sub-regulation (5) of regulation 37.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

58. CHECKLIST FOR FAST TRACK MERGER
1. Check the Articles of Association of the respective companies involved in the merger, whether there is a clause to merge the business of the Companies with the other companies, if not then, first of all, alter the AOA of the Companies. 2. Call the Board Meeting and Prepare the Draft Scheme of Amalgamation or Merger. 3. Conduct Board Meeting and do the followings: a) Get the Draft scheme approved b) Authorize any director or Company Secretary or any other person to do such acts in this regard. c) Prepare the Statement of Assets and Liabilities of the Companies which reveals the current position of the Companies and receive the Auditor’s Report on the Statement
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

59. CHECKLIST FOR FAST TRACK MERGER
4. Send a notice in Form CAA-9 of the proposed scheme inviting objections or suggestions, if any, within 30 days of issuing the notice from the Registrar and Official Liquidators where the registered office of the respective companies are situated or persons affected by the scheme with the attachments are given below: a) Scheme of Merger or Amalgamation b) Board Resolution
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

60. CHECKLIST FOR FAST TRACK MERGER
Valuations report for Share Exchange ratio from the registered Valuer.
In case of wholly owned subsidiary Company no need of Valuation report
To ROC and OL, the Notice in CAA-9 shall be submitted via hand delivery.
To Person affected by the scheme (i.e. Income Tax Department, RBI, SEBI, Respective Stock Exchange, CCI, if necessary, or other sectoral regulators or authorities which are likely to be affected), the notice shall be served via post or speed post or via courier.
5. The objection or suggestions shall be given by ROC, OL or Person affected by the Scheme within 30 days of serving notice to the RD and authorized representative of Transferor Company.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

61. CHECKLIST FOR FAST TRACK MERGER
6. Each of the companies involved in the merger files a declaration of solvency in the Form CAA-10 with the ROC of the place where the registered office of the company is situated 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.
This Form is submitted in non-judicial stamp paper verified by notary public
The attachments are: 
a) Statement of Assets and Liabilities
b) Auditors’ Report on the Statement of Assets and Liabilities
c) Board Resolution
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

62. CHECKLIST FOR FAST TRACK MERGER
7. After getting objections or suggestions call a Board meeting and amend the Draft Scheme and consider the Day, Date, Time and Place for General Meeting and Creditors Meeting. If no such objections or suggestion received, then get the scheme approved without alteration and do the further proceeding for the Meeting of Members and Creditors. 8. Each of the companies involved in the merger send the notice of the meeting to the members and creditors. Notice shall be accompanied by 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 filed in Form CAA-10 c) a copy of the scheme
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

63. CHECKLIST FOR FAST TRACK MERGER
9. Conduct General Meeting and get the scheme approved by the respective members or class of members at a general meeting holding at least 90 percent of the total number of shares. 10. Conduct Creditors Meeting by giving a notice of 21 days and get the scheme approved by the majority representing nine-tenths in value of the creditors or class of creditors of respective companies or otherwise approved in writing. 11. 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 following:
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

64. CHECKLIST FOR FAST TRACK MERGER
Form No. CAA.11 to be filed with:
a)Regional Directors along with the fees as provided by the Companies (Registration Offices and Fees) Rules, (file shall be submitted via hand delivery along with payment challan)
b) Copy of the scheme shall also be filed, along with Form No. CAA. 11 with the Registrar of Companies in Form No. GNL-1 along with fees provided by the Companies (Registration Offices and Fees) Rules, 2014; and
c)the Official Liquidator by hand delivery or by registered post or speed post.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

65. CHECKLIST FOR FAST TRACK MERGER
12. The objections or suggestions shall be given by ROC and OL to the RD within 30 days of the filing the Form CAA 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 Regional Directors is of the opinion that the scheme is in the public interest or in the interest of creditors, the Regional Directors shall issue a confirmation order of such scheme of merger or amalgamation in Form No. CAA.12 If no such communication is made by ROC and OL, it shall be presumed that they have no objection to the scheme.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

66. CHECKLIST FOR FAST TRACK MERGER
14. Where objections or suggestions are received from the ROC and OL and the Regional Directors is of the opinion, whether on the basis of such objections or suggestions or otherwise, that such a scheme is not in public interest or in the interest of the creditors, it may file an application before the Tribunal in form CAA- 13 within a period of 60 days of the receipt of the scheme stating its objections or opinion and requesting that the Tribunal may consider the scheme under section 232 of the Companies Act, On receipt of an application from the Regional Directors or from any person, if the Tribunal, for reasons to be recorded in writing, is of the opinion that the scheme should be considered as per the procedure laid down in section 232, the Tribunal may direct accordingly or it may confirm the scheme by passing such order as it deems fit.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

67. CHECKLIST FOR FAST TRACK MERGER
16. The confirmation order of the scheme issued by the Regional Directors or Tribunal shall be filed, within 30 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 17. With respect to schemes of Merger or Amalgamation falling within the purview of section 233 of the Act, the concerned companies may, at their discretion, opt to undertake such schemes under section 232 of the Companies Act, 2013.
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019

68. THANK YOU
APARNA BISWAS, COMPANY SECRETARY, WBSEDCL
8/3/2019