Compromises, Arrangements & Amalgamations

Under Section 230 of Companies Act, 2013, a Scheme of Compromise or arrangement may be proposed between:

Under Section 230 of Companies Act, 2013, where a compromise or arrangement is proposed, the Tribunal may, on the application of __________ order a meeting of the creditors or class of creditors, or of the members or class of members, as the case may be, to be called, held and conducted in such manner as the Tribunal directs.

As per Explanation to Sec. 230(1) of the Companies Act, 2013, arrangement includes a reorganization of the company,s share capital by-

The company or any other person, by whom an application is made u/s 230(1) for a proposed compromise or arrangement, shall disclose to the Tribunal by affidavit, among other things, any scheme of corporate debt restructuring consented to by not less than ____________.

Where a meeting is proposed to be called in pursuance of an order of the Tribunal u/s 230(1) regarding compromise or arrangement, a notice of such meeting shall be sent to-

Where a meeting is proposed to be called in pursuance of an order of the Tribunal u/s 230(1) of Companies Act, 2013, regarding compromise or arrangement, notice of such meeting shall provide that the persons to whom the notice is sent may vote in the meeting

Any objection to the scheme of compromise or arrangement shall be made only by

A notice u/s 230(3) of Companies Act, 2013 w.r.. meeting called in pursuance of Tribunal Order u/s 230(1) w.r.t. scheme of compromise or arrangement shall also be sent to the Central Government, the income-tax authorities, the Reserve Bank of India, the Securities and Exchange Board, the Registrar, the respective stock exchanges, the Official Liquidator, the Competition Commission of India, if necessary, and such other sectoral regulators or authorities which are likely to be affected by the compromise or arrangement and shall require that representations, if any, to be made by them shall be made within a period of __________.

Where, at a meeting held in pursuance of Sec. 230(1) of Companies Act, 2013, majority of persons representing _________, agree to any compromise or arrangement and if such compromise or arrangement is sanctioned by the Tribunal by an order, the same shall be binding on the company, all the creditors, or class of creditors or members or class of members, as the case may be, or, in case of a company being wound up, on the liquidator, appointed under this Act or under the Insolvency and Bankruptcy Code, 2016, as the case may be, and the contributories of the company.

No compromise or arrangement shall be sanctioned by the Tribunal unless a certificate by _________ been filed with the Tribunal to the effect that the accounting treatment, if any, proposed in the scheme of compromise or arrangement is in conformity with the___________.

The Tribunal may dispense with calling of a meeting of creditor or class of creditors u/s 230 of Companies Act, 2013 in relation to a scheme of compromise or arrangement,

Can Company buy back its shares under a scheme of arrangement without following the conditions prescribed under the Companies Act, 2013?

A meeting of members of ABC Limited was convened under the order of the Tribunal to consider a scheme of compromise and arrangement. Notice of the meeting was sent in the prescribed manner to all the 600 members holding in the aggregate 25,00,000 shares. The meeting was attended by 450 members holding 15,00,000 shares. 210 members holding 11,00,000 shares voted in favor of the scheme. 180 members holding 3,00,000 shares voted against the scheme. The remaining members abstained from voting. Examine with reference to the relevant provisions of the Companies Act, 2013 whether the scheme is approved by the requisite majority.

A meeting of members of DEF Limited was convened under the orders of the Court for the purpose of considering a scheme of compromise and arrangement. The meeting was attended by 300 mebers holding 9,00,000 shares. 120 members holding 7,00,000 shares in the aggregate voted for the scheme. 140 members holding 2,00,000 shares in aggregate voted against the scheme. 40 members holding 1,00,000 shares abstained from voting. Examine with reference to the relevant provisions of the Companies Act, 2013 whether the scheme was approved by the requisite majority?

As per Sec. 231 of Companies Act, 2013, if the Tribunal is satisfied that the compromise or arrangement sanctioned u/s 230 cannot be implemented satisfactorily with or without modifications, and the company is unable to pay its debts as per the scheme, it ___________.

As per Sec. 231 of Companies Act, 2013, power to supervise the implementation of the compromise or an arrangement in case of government company vests with:

The Tribunal, after satisfying itself that the procedure specified in Sec. 232(1) and 232(2) has been complied with, may, by order, sanction the compromise or arrangement or by a subsequent order, make provision for any of the specified matters. However, no compromise or arrangement shall be sanctioned by the Tribunal unless a certificate by the __________ has been filed with the Tribunal to the effect that the accounting treatment, if any, proposed in the scheme of compromise or arrangement is in conformity with the ___________.

As per Sec. 232 of Companies Act, 2013, the scheme of compromise or arrangement under this section shall clearly indicate an _______ from which it shall be effective and the scheme shall be deemed to be effective from such date and not at a date subsequent to the __________.

As per Sec. 232, every company in relation to which the order is made as to sanction of compromise or arrangement, shall, until the completion of the scheme, file a statement in such form and within such time as may be prescribed with the Registrar every year duly certified by ______ indication whether the scheme is being complied with in accordance with the orders of the Tribunal or not.

ABC Limited was amalgamated and merged in XYZ Limited. Some workers of ABC Limited refuse to join as workers of XYZ Limited and claim compensation for premature termination of service. XYZ Limited resists the claim on the ground that their services are transferred to XYZ Limited by the order of amalgamation and merger and, therefore, the workers must join service of XYZ Limited and cannot claim any compensation. According to the provisions of the Companies Act, 2013, examine whether the workers’ contention is correct.

As per provisions of Sec. 233 of Companies Act, 2013, a scheme of merger or amalgamation may be entered into between:

As per provisions of Sec. 233 of Companies act, 2013, a scheme of merger or amalgamation may be entered into between a holding company and its wholly-owned subsidiary company subject to condition that the scheme is approved by majority representing __________ of the creditors or class of creditors of respective companies indicated in a meeting convened by the company by giving a notice of twenty-one days along with the scheme to its creditors for the purpose or otherwise approved in writing.

As per provisions of sec. 233 of Companies Act, 2013, the transference company shall file a copy of the scheme of merger or amalgamation, so approved in the manner as may be  prescribed, with the __________.

ABC Limited is a wholly owned subsidiary company of XYZ Limited. The Company wants to make application for merger of Holding and Subsidiary Companies u/s 232. The Company Secretary of the XYZ Limited is of the opinion that company cannot apply for merger as per sec. 232. The company shall have to apply for merger as per Sec.233 i.e. Fast Track Merger. Is the contention of Company secretary being valid as per law?

A foreign company, may with the prior approval of the ___________, merge into a company registered under Companies Act, 2013 Act or vice versa.

As per Sec. 235 of Companies Act, 2013, where a scheme or contract involving the transfer of shares or any class of shares in a company (the transferor company) to another company (the transferee company) has, within _________ after making of an offer in that behalf by the transferee company, been approved by the holders of not less than _______ of the shares whose transfer is involved, other than shares already held at the date of the offer by, or a nominee of the transferee company or its subsidiary companies, the transferee company may, at any time within __________ after the expiry of the said ___________, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire his shares.

As per Sec. 235 of Companies Act, 2013, where the ____________ is satisfied that it is essential in the public interest that two or more companies should amalgamate, it may, by order notified in the Official Gazette, provide for the amalgamation of those companies into a single company with such constitution, with such property, powers, rights, interests, authorities and privileges, and with such liabilities, duties and obligations, as may be specified in the order.

The books and papers of a company which has been amalgamated with, or whose shares have been acquired by, another company, shall not be disposed of _________.

ABC Limited was amalgamated and merged in XYZ Limited. Some workers of ABC Limited refuse to join as workers of XYZ Limited and claim compensation for premature termination of service. XYZ Limited resists the claim on the ground that their services are transferred to XYZ Limited by the order of amalgamation and merger and, therefore, the workers must join service of XYZ Limited and cannot claim any compensation. According to the provisions of the Companies Act, 2013, examine whether the workers’ contention is correct.

No compromise or arrangement shall be sanctioned by the Tribunal unless a certificate by _________ been filed with the Tribunal to the effect that the accounting treatment, if any, proposed in the scheme of compromise or arrangement is in conformity with the___________.