Arrangements and Amalgamation
Arrangements and Amalgamation
Arrangements and Amalgamation
EXTRA-ORDINARY
NOTIFICATION
G.S.R. .(E).- In exercise of the powers conferred by section 469 read with
Chapter XV, the Central Government hereby makes the following rules,
namely:-
1. Short Title and Commencement - (1) These rules may be called the
Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
(2) They shall come into force on the date of their publication in the Official
Gazette.
(3) The provisions of the National Company Law Tribunal Rules, 2016 shall
apply to these rules, mutatis mutandis.
(c) Form means a form set forth in Annexure A to these rules which shall
be used for the matter to which it relates, and includes an electronic version
thereof;
(2) Words and expressions used in these rules but not defined and defined
in the Act shall have the meaning assigned to them in the Act.
(2) The applicant shall also disclose to the Tribunal by way of the
abovementioned affidavit, the basis on which each class of members or
creditors has been identified for the purposes of approval of the scheme. The
Tribunal may, at its discretion, permit the dispensation of any meetings of
the creditors in terms of Section 234 (9).
(3) On hearing the application under sub-section (1) of Section 230, the
Tribunal shall, unless it thinks fit for any reason to dismiss the application,
give such directions as it may think necessary in respect of the following
matters:-
(d) fixing the quorum and the procedure to be followed at the meeting or
meetings, including voting by proxy or postal ballot;
(e) determining the values of the creditors and/or the members, or the
creditors or members of any class, as the case may be, whose meetings
have to be held;
(g) the time within which the chairperson(s) of the meeting is required to
report the result of the meeting to the Tribunal; and
(4) The notice of the meeting under sub-section (3) of Section 230 shall be
advertised in Form No. AMG 2 in at least one leading English newspaper and
in at least one vernacular newspaper having wide circulation in the State in
which the registered office of the company is situated, or such newspapers as
may be directed by the Tribunal and shall also be placed on the website of
the company (if any), not less than thirty days before the date fixed for the
meeting.
For the purposes of sub-clause (i) of clause (c) of sub-section (2) of section
230, the creditors responsibility statement in Form No.AMG.3 shall be
included in the scheme of corporate debt restructuring. For this purpose, it
is clarified that a scheme of corporate debt restructuring (as referred to in
clause (c) of sub-section (2) of section 230) shall mean a scheme that
restructures or varies the debt obligations of a company towards its
creditors.
5. Notice of meeting.
(iv) the date of the Board meeting at which the scheme was approved by
the Board of directors including the name of the directors who voted in
favour of the resolution, who voted against the resolution and who did not
vote/ participate on such resolution;
(vi) disclosure of nature and extent of interest and the effect of the
compromise or arrangement on such interest of:
(b) directors;
(c) promoters;
(e) depositors;
(f) creditors;
(xi) the information required under sub-section (4) of section 230 of the Act.
(3) For the purpose of sub-section (4) of section 230 voting through postal
ballot shall be made within thirty days from the date of the issue of the
notice. The notice shall specifically contain inter alia the date by which the
consent or otherwise to the scheme of compromise or arrangement shall be
given through postal ballot, to be sent by registered post or speed post or by
courier service or by delivering at the registered office of the company or any
other such mode as may be directed by the Tribunal, so as to ensure that
the postal ballot are taken into consideration at the time of meeting, after
scrutiny by the scrutinizer is complete.
(4) For the purposes of sub-section (5) of section 230, the notice of the
meeting under sub-section (3) of section 230, a copy of the scheme of
compromise or arrangement, the explanatory statement and the disclosures
mentioned under sub-rule (1)shall be sent to (i) the Central Government, the
Registrar of Companies, Income-Tax Authorities, the Official Liquidator in all
cases, and (ii) the Reserve Bank of India, the Securities and Exchange Board
of India, the Competition Commission of India, the stock exchanges and
other sectoral regulators or authorities only if necessary, in Form No.
AMG.5.
(5) The notice to the authorities mentioned above shall be sent forthwith,
after the notice is sent to the members or creditors of the company, by
registered post or by speed post or by courier or by delivering at the office of
the authority or by such electronic or other mode as prescribed in terms of
section 20, i.e., service of documents.
7. Affidavit of service
The chairperson (or the alternate chairperson) appointed for the meeting of
the company or other person directed to issue the advertisement and the
notices of the meeting shall file an affidavit to the Tribunal not less than
seven days before the date fixed for the meeting or the date of the first of the
meeting, as the case may be, stating that the directions regarding the issue
of notices and the advertisement have been duly complied with. In default
thereof, the summons shall be posted before the Tribunal for such orders as
he may think fit to make.
(b) outstanding debt shall mean all debt owed by the company that
remains outstanding as per the latest audited financial statement.
(1) The decisions of the meeting or meetings held in pursuance of the order
of the Tribunal and the manner as prescribed in section 230 of the Act, on
all resolutions shall be ascertained only by taking a poll (by any mode),
while considering the representations of such authorities as per sub-section
(5) thereof and the consents adopting the arrangement or compromise as
received from the eligible persons under sub-section (4) of Section 230.
(2) The report of the result of the meeting under sub - rule (1) shall be in
Form No. AMG. 6 and shall state accurately the number of creditors or class
of creditors or the number of members or class of members, as the case may
be, who were present and who voted at the meeting either in person or by
proxy or by postal ballot, their individual values and the way they voted.
The chairperson of the meeting (or where there are separate meetings, the
chairperson of each meeting) shall, within the time fixed by the Tribunal, or
where no time has been fixed, within seven days after the conclusion of the
meeting, report the result thereof to the Tribunal.
(1) An acquirer may, with the consent of the board of directors of the
company being acquired, make a takeover offer pursuant to sub-section (11)
of section 230 at a price determined by registered valuer.
(2) The person making the takeover offer shall enter into memorandum of
understanding or an agreement with the company so being acquired. Such
memorandum or agreement for takeover shall be annexed to the notice of
the general meeting and shall, inter alia, contain-
(a) name, address and details of the person making such takeover offer;
(b) shares/ voting rights already held by such person in the company
being acquired;
(i) statement to the effect that the interest of the creditors, secured or
unsecured, and of the employees will not be adversely affected by the
takeover;
Provided that (i) only shares voluntarily tendered pursuant to the takeover
offer shall be acquired by the acquirer, and (ii) where the shares tendered do
not reach the minimum threshold specified by the acquirer in the
memorandum of understanding or the agreement with the company, the
acquirer shall be entitled to withdraw its offer, and in such case, the scheme
shall be withdrawn.
(2) The applicant shall at least twenty-one days before the date of hearing
advertise the application in accordance with the relevant provision of the
National Company Law Tribunal Rules, 2016.
(3) Where any objection of any person whose interest is likely to be affected
by the proposed application has been received by the applicant, it shall
serve a copy thereof to the Registrar of Companies on or before the date of
hearing.
(4) Upon hearing the application or any adjourned hearing thereof, the
Tribunal may pass such order, subject to such terms and conditions, as it
thinks fit.
(3) Where the company fails to present the petition for confirmation of the
Compromise or arrangement as aforesaid, it shall be open to any creditor or
member as the case may be, with the leave of the Tribunal, to present the
petition and the company shall be liable for the cost thereof.
The Tribunal shall fix a date for the hearing of the petition, and notice of the
hearing shall be advertised in the same papers in which the notice of the
meeting was advertised, or in such other papers as the Tribunal may direct,
not less than ten days before the date fixed for the hearing. The notice of the
hearing of the petition shall also be served by the Tribunal to the
representative of the objectors under sub-section (4) of section 230 and to
the Central Government and other authorities who have made
representation under sub-section (5) of section 230.
Where the compromise or arrangement has been proposed for the purposes
of or in connection with a scheme for the reconstruction of any company or
companies or the amalgamation of any two or more companies, and the
matters involved cannot be dealt with or dealt with adequately on the
petition for sanction of the compromise or arrangement, an application shall
be made to the Tribunal under section 232 or section 230, by a notice of
admission supported by an application for directions of the Tribunal as to
the proceedings to be taken. Notice of the summons in such cases shall be
given in such manner and to such persons as the Tribunal may direct. Such
application may be made at any time during the pendency of the scheme or
after the scheme has been approved by the Tribunal.
Upon the hearing of the summons or upon any adjourned hearing thereof,
the Tribunal may make such order or give such directions as it may think
fit, as to the proceedings to be taken for the purpose of reconstruction or
amalgamation, as the case may be, including, where necessary, an inquiry
as to the creditors of the transferor company and the securing of the debts
and claims of any of the dissenting creditors in such manner as to the
Tribunal may think just and appropriate.
An order made under section 232 read with section 230 shall be in Form
No.AMG.10 with such variation as the circumstances may require.
For the purposes of sub-section (7) of section 232, every company in relation
to which an order is made under sub-section (3) of section 232 shall until
the completion of the scheme, file with the Registrar of Companies the
statement in Form No. AMG. 11 along with such fee as prescribed by the
Central Government within thirty days from the end of each financial year.
(1) At any time during the proceedings, if the Tribunal hearing a petition or
application under Chapter XV is of the opinion that the petition or
application or evidence or information or statement is required to be filed in
the form of affidavit, the same may be ordered by the Tribunal in the
manner as the Tribunal may think fit.
(2) The Tribunal may pass any direction(s) or order or dispense with any
procedure prescribed by these rules in pursuance of the object of the
provisions for implementation of the scheme of arrangement or compromise
or restructuring or otherwise practicably except on those matters specifically
provided in the Act.
(2) The application shall in the first instance be posted before the Tribunal
for directions as to the notices and the advertisement, if any, to be issued,
as the Tribunal may direct.
(3) The Tribunal may, on such application, pass such orders and give such
directions as it may think fit in regard to the matter, and may make such
modifications in the compromise or arrangement as it may consider
necessary for the proper working thereof, or pass such orders as it may
think fit in the circumstances of the case.
Subject to section 262 of the Act, the Tribunal may order for amalgamation
of a company with any other company on a joint petition or application
made by one or more of the creditors or members or both of the companies
subject to such terms and conditions as may be imposed by the Tribunal if
the Tribunal is satisfied that such amalgamation is economically and
strategically viable for the amalgamated company and such resultant
company will remain economically sound even after such amalgamation.
While ordering so, the Tribunal may approve any scheme of restructuring of
the loans after securing no objection from the respective creditors. Other
rules relating to amalgamation shall also be applicable to an amalgamation
under this provision.
(1) For the purposes of sub-section (1) of section 233, in addition to the
schemes stated therein, a scheme of merger or amalgamation between a
holding company and its wholly owned subsidiary may also be approved
pursuant to the process laid down under section 233. It is further clarified
that a company shall be deemed to be a "wholly owned subsidiary" if
hundred per cent of its share capital is held by the holding company, except
the shares held by the nominee or nominees to ensure that the number of
members of subsidiary company is not reduced below the statutory limit as
provided in section 187.
(2) The notice under clause (a) of sub-section (1) of section 233 shall be in
Form No. AMG. 12.
(3) For the purposes of clause (c) of sub-section (1) of section 233, the
declaration of solvency shall be filed by the each of the companies involved
in a scheme of compromise or arrangement involving merger in Form No.
AMG.13 along with such fee as provided in Schedule of Fees before
convening the meeting of members and creditors for approval of the scheme.
(4) For the purposes of clause (b) and (d) of sub-section (1) of section 233,
the notice of the meeting to the members and creditors shall be
accompanied by -
(5)(a) For the purposes of sub-section (2) of section 233, the transferee
company shall, within seven days after the conclusion of the meeting(s) of
members or class of members or creditors or class of creditors, file in Form
No. AMG.14 a copy of the scheme as approved by the members and
creditors, along with report of the result of each of the meetings with the
Central Government, Registrar of Companies and the Official Liquidator, of
the place where the registered office of the company is situated.
(b) Copy of the scheme in Form No. AMG.14 shall be filed with the Registrar
of Companies along with the fee as provided by the Central Government
through the MCA e-filing system.
(c) Copy of the scheme in Form No. AMG.14 shall be filed with the Central
Government and Official Liquidator, by sending them through hand delivery
or registered or speed post or through electronic filing system as may be
approved by the Central Government.
(7) Where objections are received from the Registrar of Companies or Official
Liquidator and the Central Government is of the opinion, whether on the
basis of such objections or otherwise, that the scheme is not in the public
interest, it may file an application before the Tribunal within sixty days of
the receipt of the scheme stating its objections or opinion and requesting
that Tribunal may consider the scheme under section 232.
(8) For the purposes of sub-section (7) of section 233, the confirmation order
of the scheme issued by the Central Government or Tribunal, shall be filed
in Form No. AMG.16 along with the fee as provided by the Central
Government with the Registrar of Companies having jurisdiction over the
transferee and transferor companies respectively.
For the purposes of sub-section (11) of section 233, to the extent that the
transferee company and transferor company are not eligible for the benefit of
the proviso therein, the transferee company shall pay such fees as may be
specified by the Central Government on the revised capital.
(3) For the purposes of this rule, a company means a company as defined
under section 2(30) of the Act and a foreign company means a
company or a body corporate as defined under section 2(42) of the Act,
incorporated outside India in jurisdictions as may be notified by the
Central Government from time to time for the purpose of section 234.
For the purposes of sub-section (1) of section 235, the transferee company
shall send a notice in Form No. AMG. 17 to the dissenting shareholder(s) of
the transferor company, at the last intimated address of such shareholder,
for acquiring the shares of such dissenting shareholders.
For the purposes of sub-section (2) of section 236, the registered valuer shall
determine the price (hereinafter called as offer price) to be paid by the
acquirer, person or group of persons referred to in sub-section (1) of section
236 for purchase of equity shares of the minority shareholders of the
company, in accordance with the following rules:-
(i) the offer price shall be determined after taking into account the
following factors:-
(a) the highest price paid by the acquirer, person or group of persons for
acquisition during last twelve months;
For the purposes of clause (a) of sub-section (1) of section 238, every
circular containing the offer of scheme or contract involving transfer of
shares or any class of shares and recommendation to the members of the
transferor company by its directors to accept such offer, shall be
accompanied by such information as set out in Form No. AMG.18.
Any aggrieved party may file an appeal against the order of the Registrar of
Companies refusing to register any circular under sub-section (1) of section
238. The said appeal shall be in the form as prescribed under National
Company Law Tribunal Rules, 2016 supported with an affidavit.
____________
Annexure A
Forms
Affidavit
Sd/-
FORM NO. AMG. 2
Notice is hereby given that by an order dated the ...... 20 ... the Tribunal
has directed a meeting (or separate meetings) to be held of [here mention
'debenture holders'. or 'first debenture holders' or' second debenture
holders' or 'unsecured creditors' or 'secured creditors' or 'preference
shareholders' or 'equity shareholders' as the case may be whose meeting or
meetings have to be held] of the said company for the purpose of
considering, and if thought fit, approving with or without modification, the
compromise or arrangement proposed to be made between the said
company and (here mention the class of creditors or members with whom
the compromise or arrangement is to be made) of the company aforesaid.
I/We believe that the scheme does not give me/us any fraudulent
preference at the cost of any secured/unsecured Creditors.
Signature of creditor/s
Date:
Place:
FORM No. AMG 4
[Pursuant to 230(3) &rule 5(1)]
Notice is hereby given that by an order dated the ...... 20 ... the Tribunal has
directed a meeting (or separate meetings) to be held of [here mention
'debenture holders'. or 'first debenture holders' or' second debenture holders'
or 'unsecured creditors' or 'secured creditors' or 'preference shareholders' or
'equity shareholders' as the case may be whose meeting or meetings have to be
held] of the said company for the purpose of considering, and if thought fit,
approving with or without modification, the compromise or arrangement
proposed to be made between the said company and (here mention the class of
creditors or members with whom the compromise or arrangement is to be
made) of the company aforesaid.
In pursuance of the said order and as directed therein further notice is hereby
given that a meeting of (here set out the class of creditors or members whose
meeting has to be held) of the said company will be held at.on....daythe
day of................ 20...at........ o'clock in the noon at which time and place the
said (here mention the class of creditors or members) are requested to attend
[Where separate meetings of classes of creditors or members are to be held, set
them out separately with the place, date and time of the meeting in each case.]
To,
Such other sectoral regulator or authorities (as the case may be)
You are hereby informed that representations, if any, in connection with the
proposed compromise and / or arrangement may be made to the Tribunal
within thirty days from the date of receipt of this notice. Copy of the
representation may simultaneously be sent to the concerned company(ies).
Authorized Signatory
Place
Report by Chairman:
1. The said meeting was attended either personally or by proxy by (here state
the number of creditors or the class of creditors or the number of members or
the class of members as the case may be, who attended the meeting) of
the said company entitled together to (here mention the total value to the
debts, or debentures, where the meeting was of creditors, and the total number
and value of the shares, where the meeting was of members, of those who
attended the meeting).
Sd/-
Chairman
**If the compromise or arrangement was approved with modifications, it
should be so stated and the modifications made should be set out, and also
the particulars of the voting on the modifications.
FORM NO.AMG.7
Application No._________________
5. The facts of the case are given below: (give here a concise statement
of facts and other grounds in a chronological order, each paragraph
containing as neatly as possible as separate issue, fact or otherwise).
Verification
Solemnly affirmed before me at _____ on this (month) ...... day of .... 20.....
Sd/-
FORM NO. AMG.8
connected with
3. The objects for which the company was formed are as set forth in
the company's Memorandum of Association. They are: (Set out the
principal objects).
7. Notice of the meeting was sent individually to the [here mention the
class of creditors or members to whom the notice was sent] as
required by the order together with a copy of the compromise or
arrangement and of the statement required by section 231, 232 read
with section 230 of the Act and a form of proxy. The notice of the
meeting was also advertised as directed by the said order in (here set
out the newspapers).
9. The said [...], has reported the result of the meeting to this Hon'ble
Tribunal.
10. The said meeting was attended by (here set out the number of the
class of creditors or members, as the case may be, who attended the
meeting either in person or by proxy), and the total value of their
[here mention debts, debentures or shares, as the case may be] is
Rs[....] [in the case of shares, the total number and value of the
shares should be mentioned]. The said compromise or arrangement
was read and explained by the said [...], to the meeting and it was
resolved unanimously [or by a majority of [...] votes against [...] votes]
as follows:[Here set out the resolution as passed].
12. Notice of this petition need not be served on any person. The
petitioner therefore prays:
Verification etc.
Petitioner [Note: The affidavit in support should verify the petition and
prove any matters not proved in any prior affidavit, such as
advertisement, holding of meetings, posting of notices, copies of
compromise or arrangement and proxies etc., and should exhibit the
report of the chairman and verify the same.]
Order on petition
The above petition coming on for hearing on upon reading the said
petition, the order dated..... whereby the 'said company (or, liquidator of
the said company), was ordered to convene a meeting (or separate
meeting) of the creditors/debenture holders/preference
shareholders/equity shareholders/ of the above company for the
purpose of considering, and if thought fit, approving, with or without
modification, the compromise or arrangement proposed to be made
between the said company and.....................................................and
annexed to the affidavit of......................................................filed
the ..................................... day of......20 ......the .......................
Gazette dated and the (here mention the newspaper) dated.........each
containing the advertisement of the said notice convening the said
meeting(s) directed to be held by the said order dated
20....................the affidavit of..............filed the day of...
19.................................. , showing the publication and despatch of the
notices convening the said meeting(s). the report(s) of the chairman/
chairmen of the said meeting(s) (respectively) dated as to the result of
the said meeting(s), (and upon hearing Shri...................advocate for
etc.) and it appearing from the report(s) that the proposed compromise
or arrangement has been approved (here state whether unanimously or
by a majority of not less than threefourths in value of the creditors or
class of creditors or members or class of members as the case may be.
present and voting in person or by proxy).
(2) That all the liabilities and duties of the transferor company be
transferred without further act or deed to the transferee company and
accordingly the same shall pursuant to section 232 of the Act, be
transferred to and become the liabilities and duties of the transferee
company; and
(3) That all proceedings now pending by or against the transferor
company be continued by or against the transferee company; and
(5) That the transferor company do within 14 days after the date of
this order cause a certified copy of this order to be delivered to the
Registrar of Companies for registration and on such certified copy
being so delivered the transferor company shall be dissolved" and the
Registrar of Companies shall place all documents relating to the
transferor company and registered with him on the file kept by him in
relation to the transferee company and the files relating to the said two
companies shall be consolidated accordingly; and
5. Details regarding:-
__________________
Date:
Place:
Attachments:-
Place :
Sd/-
Declaration of solvency
We, the directors of M/s . do solemnly affirm and
declare that we have made a full enquiry into the affairs of the
company and have formed the opinion that the company is
capable of meeting its liabilities as and when they fall due and
that the company will not be rendered insolvent within a period of
one year from the date of making this declaration.
(1) Signature :
Date Name :..
Place Managing Director, if any
(2) Signature :
Name :
Director
(3) Signature :.
Name :.
Director
Verification
(1) Signature :
Name :..
Managing Director
(2) Signature :
Name :
Director
(3) Signature :.
Name :.
Director
ANNEXURE
Statement of assets and liabilities as at .
Name of the company .
Assets
Book Estimated
Value Realisable value
1.Balance at Bank
2.Cash in hand
3.Marketable securities
4.Bills receivables
5.Trade debtors
6.Loans & advances
7.Unpaid calls
8.Stock-in-trade
9.Work in progress
10. Freehold property
11. Leasehold property
12. Plant & machinery
13. Furniture, fittings, utensils, etc
14. Patents, trademarks, etc
15. Investments other than
marketable securities
16. Other property
Total:
.
Liabilities
Estimated to rank for payment
(to the nearest rupee)
1. Secured on specific assets
2. Secured by floating charge(s)
3. Estimated cost of liquidation
and other expense including
interest accruing until payment
of debts in full.
4. Unsecured creditors
(amounts estimated
to rank for payment)
(a) Trade accounts
(b) Bills payable
(c) Accrued expense
(d) Other liabilities
(e) Contingent liabilities
..
Total:
..
Total estimated value of assets Rs.
Total liabilities Rs.
Estimated surplus after paying Rs.
debts in full
Name :..
Managing Director
(2) Signature :
Name :
Director
(3) Signature :.
Name :.
Director
Place :
Date: .
FORM NO.AMG.14
[Pursuant to section 233(2)& rule 24(5)]
Notice of approval of the scheme of merger
(To be filed by the transferee company to the Central Government,
Registrar and the Official Liquidator)
1.(a) CIN:
(b) GLN:
4. Details of transferor
CIN:
GLN:
Name of the company:
Registered office address:
E-mail id:
Declaration
I ..the director of the transferee company hereby declares
that-
(i) Notice of the scheme as required under section 233(1)(a)
was duly sent to the Registrars and Official Liquidators
of the place where the registered office of the transferor
and transferee companies are situated and to all other
persons who are likely to be affected by the scheme and
a copy of the same has been attached herewith;
(ii) the objections to the scheme have been duly taken care
of to the satisfaction of the respective persons;
(iii) the scheme has been approved by the members and
creditors of the transferee and transferor company by
the requisite majority in accordance with section 233(1)
(b) and (d) respectively;
(iv) all the requirements section 233 of the Act and the rules
made there have been complied with; and
(v) to the best of my knowledge and belief the information
given in this application and its attachments is correct
and complete;
Date:
Place:
Signature
Attachments:
1. Copy of the scheme approved by both creditors and members;
2. Notice sent in accordance with section 233(1)(a);
3. Optional attachments, if any.
FORM NO. AMG.15
1.(a) CIN:
(b) GLN:
Date:
Place:
Signature
Attachments:
1. Certified copy of the confirmation order along with the approve
scheme;
2. Optional attachments, if any.
FORM NO. AMG.17
[Pursuant to section 235(1) & rule 27]
[
Notice to dissenting shareholders
To
..
..
Take further note that if you are not in favour of such acquisition of your
shares by the transferee company, then you may apply to the Tribunal within
one month. Unless an application is made by you as aforesaid or unless on
such application the Tribunal orders otherwise, the transferee company will be
entitled and bound to acquire the aforesaid shares held by you in the
transferor company on the terms of the above mentioned offer.
Date:
FORM NO.AMG. 18
[Pursuant to section 238(1)(a) & rule 29]
Information to be furnished along with circular in relation to any
scheme or contract involving the transfer of shares or any class of
shares in the transferor company to the transferee company
(i) KMP
(ii) Promoters
(iii) Directors
(iv) Debenture trustees
(v) Deposit trustees
(vi) Auditors
Shareholders name -
Share type-
Number of shares-
Shareholders name-
Share type -
Number of shares -
11. (a) Offer made by any other person on behalf of the company:
Yes
No
(b) State the interest of the other person in the company:
15. (a) Whether the shares of the company is listed on a recognized stock
exchange:
Yes
No
(b) If yes, name of the stock exchanges where shares are listed:
20. Material interest and effect of the scheme on such interest of:
Shareholders name-
Share type -
Number of shares -
Shareholders name-
Share type-
Number of shares-
22. Any relation that subsists between transferor and transferee company:
23. Reasons for which the offer has been recommended by director of the
transferor company:
27. Sources from which the transferee company proposes to pay for the
acquisition of the said shares, if the consideration is cash:
Declaration
I/We, .., directors of the transferor company do solemnly declare that
the information given in this statement and enclosures is correct and complete
to the best of my/our knowledge.
Date:
Place:
Signature
Enclosures:
1. Details of transfer of shares in the transferor company by its directors, Key
Managerial Personnel, promoters, manager, managing director in the two
years preceding the offer;
company disclosing the steps it has taken to ensure that necessary cash
will be available;