Compromises and Amalgamations Rules G.S.R. 1134(E)

The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

Application to the Tribunal for a scheme of compromise or arrangement, notice of the meeting and the chairperson's report, the petition sanctioning the scheme, fast track mergers under section 233, purchase of minority shareholding, and merger with a foreign company.

29 Rules

G.S.R. 1134(E) Notification

Section 233 Fast track

G.S.R. 1134(E) Enacted 14 December 2016 Enforced 15 December 2016 Ministry of Corporate Affairs

Made under

The Companies Act, 2013 Chapter XV

s. 230 s. 231 s. 232 s. 233 s. 235 s. 236 s. 237 s. 238 s. 239 s. 240 s. 469

29 rules

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Opening text

Preamble

MINISTRY OF CORPORATE AFFAIRS

NOTIFICATION

New Delhi, the 14th December, 2016

G.S.R. 1134(E).—In exercise of the powers conferred by sub-sections (1) and (2) of section 469 read with sections 230 to 233 and sections 235 to 240 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules, namely:-

Chapter I

Application to the Tribunal

8 rules

R. 1 Short Title and Commencement

Rule 1 of the Compromises and Amalgamations Rules: Short Title and Commencement

R. 2 Definitions

Rule 2 of the Compromises and Amalgamations Rules: Definitions

R. 3 Application for order of a meeting

Rule 3 of the Compromises and Amalgamations Rules: Application for order of a meeting

R. 4 Disclosures in application made to the Tribunal for compromise or arrangement. Creditors Responsibility Statement

Rule 4 of the Compromises and Amalgamations Rules: Disclosures in application made to the Tribunal for compromise or arrangement. Creditors Responsibility Statement

R. 5 Directions at hearing of the application

Rule 5 of the Compromises and Amalgamations Rules: Directions at hearing of the application

R. 6 Notice of meeting

Rule 6 of the Compromises and Amalgamations Rules: Notice of meeting

R. 7 Advertisement of the notice of the meeting

Rule 7 of the Compromises and Amalgamations Rules: Advertisement of the notice of the meeting

R. 8 Notice to statutory authorities

Rule 8 of the Compromises and Amalgamations Rules: Notice to statutory authorities

Chapter II

Meetings, Notice and Voting

8 rules

R. 9 Voting

Rule 9 of the Compromises and Amalgamations Rules: Voting

R. 10 Proxies

Rule 10 of the Compromises and Amalgamations Rules: Proxies

R. 11 Copy of compromise or arrangement to be furnished by the company

Rule 11 of the Compromises and Amalgamations Rules: Copy of compromise or arrangement to be furnished by the company

R. 12 Affidavit of service

Rule 12 of the Compromises and Amalgamations Rules: Affidavit of service

R. 13 Result of the meeting to be decided by voting

Rule 13 of the Compromises and Amalgamations Rules: Result of the meeting to be decided by voting

R. 14 Report of the result of the meeting by Chairperson

Rule 14 of the Compromises and Amalgamations Rules: Report of the result of the meeting by Chairperson

R. 15 Petition for confirming compromise or arrangement

Rule 15 of the Compromises and Amalgamations Rules: Petition for confirming compromise or arrangement

R. 16 Date and notice of hearing

Rule 16 of the Compromises and Amalgamations Rules: Date and notice of hearing

Chapter III

Petition, Order and Fast Track Merger

10 rules

R. 17 Order on petition

Rule 17 of the Compromises and Amalgamations Rules: Order on petition

R. 18 Application for directions under section 232 of the Act

Rule 18 of the Compromises and Amalgamations Rules: Application for directions under section 232 of the Act

R. 19 Directions at hearing of application

Rule 19 of the Compromises and Amalgamations Rules: Directions at hearing of application

R. 20 Order under section 232 of the Act

Rule 20 of the Compromises and Amalgamations Rules: Order under section 232 of the Act

R. 21 Statement of compliance in mergers and amalgamations

Rule 21 of the Compromises and Amalgamations Rules: Statement of compliance in mergers and amalgamations

R. 22 Report on working of compromise or arrangement

Rule 22 of the Compromises and Amalgamations Rules: Report on working of compromise or arrangement

R. 23 Liberty to apply

Rule 23 of the Compromises and Amalgamations Rules: Liberty to apply

R. 24 Liberty of the Tribunal

Rule 24 of the Compromises and Amalgamations Rules: Liberty of the Tribunal

R. 25 Merger or amalgamation of certain companies

Rule 25 of the Compromises and Amalgamations Rules: Merger or amalgamation of certain companies

R. 25A Merger or amalgamation of a foreign company with a Company and vice versa

Rule 25A of the Compromises and Amalgamations Rules: Merger or amalgamation of a foreign company with a Company and vice versa

Chapter IV

Minority Shareholding and Other Provisions

6 rules

R. 26 Notice to dissenting shareholders for acquiring the shares

Rule 26 of the Compromises and Amalgamations Rules: Notice to dissenting shareholders for acquiring the shares

R. 26A Purchase of minority shareholding held in demat form

Rule 26A of the Compromises and Amalgamations Rules: Purchase of minority shareholding held in demat form

R. 27 Determination of price for purchase of minority shareholding

Rule 27 of the Compromises and Amalgamations Rules: Determination of price for purchase of minority shareholding

R. 28 Circular containing scheme of amalgamation or merger

Rule 28 of the Compromises and Amalgamations Rules: Circular containing scheme of amalgamation or merger

R. 29 Appeal under sub-section (2) of section 238 of the Act

Rule 29 of the Compromises and Amalgamations Rules: Appeal under sub-section (2) of section 238 of the Act

Schedule of Fees Schedule of Fees

Schedule of Fees of the Compromises and Amalgamations Rules: Schedule of Fees