Companies Act, 2017

PART-VIII

MEDIATION, ARBITRATION, ARRANGEMENTS AND RECONSTRUCTION

From: 2023-11-01 - To: 0000-00-00 282. 1[Powers of Commission to facilitate reconstruction or amalgamation of companies].- (1) Where an application is made to the 2[Commission] under section 279 to sanction a compromise or arrangement and it is shown that- (a) the compromise or arrangement is 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 or division of a company into one or more companies; (b) under the scheme the w-hole or any part of the undertaking or property or liabilities of any company concerned in the scheme (“a transferor company”) is to be transferred to another company (“the transferee company”) or is proposed to be divided among and transferred to two or more companies; and (c) a copy of the scheme drawn up by the applicants has been filed with the 2[registrar]; the 2[Commission] may order a meeting of the creditors or class of creditors or the members or class of members, as the case may be, to be called, held and conducted in such manner as the 2[Commission] may direct. (2) Where an order has been made by the 2[Commission] under sub-section (1), merging companies or the company in respect of which a division is proposed, shall also be required to circulate the following for the meeting so ordered by the 2[Commission], namely:- (a) the draft of the proposed terms of the scheme drawn up and adopted by the board of each of the applicant companies; (b) confirmation that a copy of the draft scheme has been filed with the 2[registrar]; (c) a report adopted by the board of the applicant companies explaining effect of compromise on each class of members, laying out in particular the share swap ratio, specifying any special valuation difficulties; (d) the 4[***] report of the expert with regard to valuation, if any; (e) a supplementary audited financial statements if the last annual accounts of any of the applicant company relate to a financial year ending more than one hundred and eighty days before the first meeting of the company summoned for the purposes of approving the scheme. (3) The 2[Commission] may, either by an order, sanction the…