The notice to creditors and members must include a copy of the scheme of compromise or arrangement if it’s not already part of the notice
(i)Details of the Tribunal’s order for calling and conducting the meeting.
(a) Date of the Order
(b) Date, Time and Venue of the Meeting
(ii) details of the company including:
(a) Corporate Identification Number (CIN) or Global Location Number (GLN) of the company,
(b) Permanent Account Number (PAN),
(c) name of the company,
(d) date of incorporation,
(e) type of the company (whether public or private or one-person company),
(f) registered office address and e-mail address,
(g) Summary of the company’s main purpose and business activities according to the memorandum of association,
(h) details of change of name, registered office and objects of the company during the last five years,
(i) name of the stock exchange (s) where securities of the company are listed, if applicable,
(j) Details of the company’s capital structure, including authorized, issued, and paid-up share capital; and (k) names and addresses of the promoters and directors.
(iii) If the compromise or arrangement involves multiple companies, include details of their relationships, such as holding, subsidiary, or associate connections.
(iv) The date of the Board meeting where the scheme was approved, including names of directors who voted for, against, or did not participate in the resolution.
(v) explanatory statement disclosing details of the scheme of compromise or arrangement including:
(a) Parties involved.
(b) For mergers: appointed date, effective date, share ratio, and other terms.
(c) Valuation summary: basis, fairness opinion, and inspection details.
(d) Capital or debt restructuring details.
(e) Rationale.
(f) Benefits to the company and stakeholders.
(g) Amount owed to unsecured creditors.
(vi) disclosure about the effect of the compromise or arrangement on:
(a) key managerial personnel,
(b) directors,
(c) promoters,
(d) non-promoter members,
(e) depositors,
(f) creditors,
(g) debenture holders,
(h) deposit trustee and debenture trustee,
(i) employee of the company.
(vii) Disclosure about effect of compromise or arrangement on material interests or directors, Key Managerial Personnel (KMP) and debenture trustee.
(viii) investigation or proceedings, if any, pending against the company under the Act.
(ix) Information on where to find the following documents for members and creditors:
(a) Latest audited financial statements, including consolidated ones;
(b) Copy of Tribunal’s order for convening or dispensing with the meeting;
(c) Copy of scheme of compromise or arrangement;
(d) Contracts relevant to the compromise or arrangement;
(e) Auditor’s certificate confirming the scheme’s accounting treatment aligns with section 133 of the Companies Act, 2013;
(f) Any additional relevant documents or information deemed necessary by the Board or Management.
(x) Information on any required approvals, sanctions, or no-objections from regulatory or government authorities, including those received or pending.
(xi) A statement informing that notice recipients may vote in person, by proxy, or electronically if applicable. |