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TMI BlogGuidelines for RDs/ROCs in the matter of scheme of arrangement/amalgamation under section 391-394.X X X X Extracts X X X X X X X X Extracts X X X X ..... amation u/s 391 - 394 of the Companies Act, 1956 on behalf of the Central Government. In order to streamline the procedure the following guidelines alongwith timelines are issued for strict compliance. These guidelines supersede all previous guidelines on the matter. Issues to be examined by ROCs and RDs are given at annexure I and II respectively. The procedure to be followed and the timelines are indicated below. a) On receipt of notice from the court u/s 394A regarding the scheme, the Regional Director should make an entry in a register or in electronic form. If the petition has already been filed with ROC in Form 61 in the system, the same can be monitored directly from the system. b) Thereafter within three days of receipt, R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... chnical Scrutiny. 4. Pending Prosecution. 5. Furnishes comments on the scheme. ***** GENERAL CIRCULAR NO. 53/2011 Annexure - II ISSUES TO BE EXAMINED BY REGIONAL DIRECTORs Regional Director should ensure that all requisite statutory procedure for supporting the schemes has been complied with. For this he should examine the following: 1) Whether companies forming part of scheme are sensitive sectors categories companies such as, Defence Equipment Manufacturing Companies / Telecommunication / Insurance / Business / Companies / Media News / Channels / Television Broadcasting Companies / Aviation Section / Power, Energy, Natural Gas / Petroleum etc? If so, whether notices served on the concerned Regulatory Au ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... creditors ? If not, whether any exemption is granted by the Hon'ble High Court ? 14) Whether details of transactions entered with related parties of directors falling u/s.295 , 297 and 299 of the Act is furnished? 15) Whether consideration is made in cash other than of shares? 16) Whether provisions of sec.77 in respect of buy back of shares is attracted? 17) Whether any reduction of share capital is involved in the scheme of demerger and provisions of sec.100 - 104 is complied with? 18) Where no such reduction of capital is involved, it is made sure that necessary adjustment is made in the books of accounts duly incorporating in the scheme? 19) Whether the authorized share capital of the Transferee Company ..... X X X X Extracts X X X X X X X X Extracts X X X X
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