1. OVERVIEW OF C OMPANIES ACT,2013 CA. Arun Saxena Saxena & Saxena Chartered Accountants 811, Ansal Bhawan 16, Kasturba Gandhi Marg, New Delhi – 110 001. Mob.: 9810037364 E-mail : arunsaxena@saxenaandsaxena.com

2. COMPROMISE, ARRANGEMENT AND AMALGAMATION

3. Compromise or arrangement (Section 230)  Jurisdiction  Compromise includes: * Company with credirors or *Company with members  Arrangement includes: * Consolidation or division of share capital 3 SAXENA & SAXENA

4. Application for meeting of creditors and shareholders: Following information shall be given: *Details of company, financial position, auditors report, * Details of investigation pending.  Reduction of capital if any.  Details of scheme of CDR ( if any).  Creditors responsibility statement.  Safeguard for other secured and unsecured creditors.  Report by auditor on availability of fund after approval of CDR proposal.  Report on the compliances of CDR guidelines. The valuation report of shares, property and assets Compromise or arrangement (Section 230)

5. Calling of meeting:  Notice of the meetings shall also be given to Central Government, Income Tax, RBI, SEBI, Registrar and Stock Exchanges, OL, Competition commission of India wherever applicable.  Notice at Website and by advertisement.  Notice shall say that these departments can file their objections within 30 days except for CCI.  Objections to the scheme can be raised by holders of the share not less than 10% or  holders of debts not less than 5%. SAXENA & SAXENA 5 Compromise or arrangement (Section 230)

6.  Resolution be passed by 3/4 th majority by share holders and creditors.  Meeting of creditors can be dispensed with if consent of 90% of creditors are obtained.  Auditors certificate compliance of accounting standard for the accounting and entries be passed to implement the scheme. SAXENA & SAXENA 6 Compromise or arrangement (Section 230)

7.  Submission of scheme to tribunal  Order by tribunal. *protection of creditors *abetment of BIFER proceedings. * Exit option to dissenting shareholders.  Filing of order of Tribunal with ROC. SAXENA & SAXENA 7 Compromise or arrangement (Section 230)

8. Merger & Amalgamation (Section 233)  For the creditors meeting following shall also be circulated  Draft of proposed terms of scheme as approved by Directors  Confirmation of filing of draft scheme with ROC.  Report on effect of merger on shareholders, KMP, promoters  Share exchange ratio  Report on valuation  If audited accounts are older than 6 months before the first meeting of shareholders then supplementary account statement will also be enclosed. SAXENA & SAXENA 8

9. Merger & Amalgamation (Section 233)  If merger of the listed company with unlisted company then merged company shall remain unlisted.  The statement duly certified by CA, CS, Accountant, that scheme is being complied with as per order will be filed every year till the implementation. SAXENA & SAXENA 9

10. FAST TRACK MERGER / ACQUISITION f) Fast Track merger and amalgamation for certain companies: This clause is applicable for merger/amalgamation of: i) Holding and wholly owned subsidiary companies. ii) Small companies iii) Any other company as may be prescribed. 1) Eligibility : 90% of each class of shareholders and the creditors and 2) Solvency declaration of all the companies to be sent to the Registrar of Companies and Official Liquidator. 10 SAXENA & SAXENA

11. Fast Track merger and amalgamation Fast Track merger and amalgamation for certain companies: In case ROC and OL has no objection then the scheme will be approved and will be final. And In case ROC and OL has make some objection then normal procedure for merger and amalgamation to be adopted. 11 SAXENA & SAXENA

12. Merger or Amalgamation of company with Foreign Companies Amalgamation between Indian company and company incorporated in countries as specified is now allowed with the prior approval of RBI in addition to the Tribunal. 12 SAXENA & SAXENA

13. Powers to acquire shares of desending shareholders  The scheme of the amalgamation or compromise may contain that company shall acquire the shares, the descending shareholders and  payment of such shares shall be made within 60 days from the date each transfer of shares have been registered. 13 SAXENA & SAXENA

14. THANK YOU 14 SAXENA & SAXENA