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TMI BlogChapter XIX - Draft Rules under Companies Act, 2013X X X X Extracts X X X X X X X X Extracts X X X X ..... ply, if any, or correspondence, if any, received from the debtor company in pursuance of the demand notice; (v) an up to-date statement of the ledger account of the respective secured creditors showing the amount receivable and the amount shown in the demand Notice; (vi) copies of the audited financial statements of last five financial years, if available, of the debtor company;. (vii) the authorisation issued by the respective secured creditors in favour of the creditor acting on authorization for filing the application and the original authorization issued by the secured creditor in favour of the signatory of the application; and (viii) any other document which the applicant or applicants may consider necessary for effective determination of sickness. (3) For the purposes of sub-section (2) of section 253 , subject to provisions of sub-section (1) of section 254 , where the applicant, at the time of making such application in Form A, makes a prayer for the stay of any proceeding for the winding up of the company or for execution, distress or the like against any property and assets of the company or for the appointment of a receiver in respect thereof and that no suit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... execution, distress or the like against any property and assets of the company or for the appointment of a receiver in respect thereof, such order shall also direct the applicant or the debtor company to file a certified copy of the said order with the respective court or any other judicial forum where such proceedings have been continuing. (9) Upon determination of the debtor company as a sick company, the applicant at its own cost shall cause the publication of a notice in Form E at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated and circulating in that district and at least once in English in an English newspaper circulating in that district within seven days from the date of the receipt of certified copy of order of the Tribunal determining the debtor company as a sick company. (10) Every application made to the Tribunal under sub-section (4) of section 253 shall be made in Form A. Rules 19.1 (2) to (9) shall apply to such application mutatis mutandis. Application for revival and rehabilitation. 19.2 (1) Every application made to the Tribunal under sub-section (1) of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... district in which the registered office of the company is situated and circulating in that district and at least once in English in an English newspaper circulating in that district within seven days from the date of receipt of the certified copy of the order of the Tribunal appointing him. (v) direct the interim administrator to call and convene a meeting of the creditors within forty five days from the date of the order. (vi) direct the interim administrator to ascertain and submit a report, within sixty days from the date of the order whether it is possible to adopt certain measures for the revival and rehabilitation of the sick company. The report of the interim administrator shall be in Form J. (vii) give directions to the interim administrator to protect and preserve the assets of the sick company and for its proper management. (2) Where the sick company did not submit a draft scheme of revival and rehabilitation within thirty days from the date on which meeting of creditors is held, the Tribunal may direct the interim administrator to take over the management of the sick company upon which the interim administrator shall take over the management of the sick company a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al shall determine the fee payable to the interim administrator which shall be borne by the applicant; where there are two or more applicants, by all of them in such proportion as the Tribunal may direct. (6) The interim administrator shall be entitled to reimbursement of all costs, charges and expenses incurred by him subject to sanction by the Tribunal and shall be entitled to an advance on costs. (7) On the application of any secured creditor or the sick company, if the Tribunal is satisfied that the conduct of the interim administrator was not fair and reasonable in the facts and circumstances obtained at that time when such question had arisen, after giving him an opportunity of being heard, it may, by order, terminate the office of the interim administrator and appoint in his place another person as the interim administrator and give such interim administrator such time as may be necessary. Meetings of the creditors. 19.4 (1) For the purposes of section 256 , the notice of meeting of creditors shall be issued to all creditors in Form K and not less than twenty one clear days shall be there between the date of issue of the notice and the date of the meeting. (2) T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as may be required. Order of Tribunal and appointment of company administrator. 19.6 (1) On the date of hearing, if the Tribunal is satisfied that the creditors representing three-fourth in value of the amount outstanding against the sick company present and voting had resolved that it is not possible to revive and rehabilitate the sick company it may after giving the sick company an opportunity of being heard, by order direct the winding up of the sick company or if such requisite majority had resolved that by adopting certain measures it is possible to revive and rehabilitate the sick company, it may, by order, appoint a company administrator directing him to prepare a scheme of revival and rehabilitation for the sick company. The order of the Tribunal shall be in Form L if the Tribunal orders the winding up of the sick company and in Form M if the Tribunal orders to appoint a company administrator. (2) The order appointing the company administrator may contain such directions to the company administrator including but not limited to taking a complete inventory of all assets and liabilities of the sick company; all books of account, registers, maps, plans, records, docum ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny information or explanation as he may need for carrying out his duties; (v) to obtain from any authority of the Central Government or any State Government or quasi-government or court or Tribunal or any other judicial forum copy of any record, return, document, plaint, pleading, or any other paper which in his opinion may assist him in effective performance of his duties; (vi) to appoint experts with the approval of the Tribunal for the purpose of ascertaining the measures that are necessary to be taken for the revival and rehabilitation of the sick company, cost whereof shall be paid by the applicant; (vii) to apply to the executive magistrate of the district for any protection that may be required for safeguarding himself and his assistants and assets and properties, books and records of the sick company; (viii) to apply for extension of time for anything to be done under these rules within a stipulated time. Databank of interim administrators/company administrators 19.7 (1) For the purposes of sub-section (1) of section 259 , a databank shall be maintained by the Central Government or any institute or agency authorized by the Central Government by an order consi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (5) In a shareholder meeting of a sick company, every shareholder shall be entitled to attend and vote in person or through a proxy. (6) Meetings of creditors or shareholders shall be called and held only during working hours between 0900 Hrs to 1800 Hrs on any day that is not a National holiday. (7) The quorum for such meetings of creditors shall be the presence in person or by proxy of creditors representing not less than three-fourth in value of the amount outstanding against the sick company, in case of secured creditors and one-fourth in value in case of unsecured creditors or representing such other percentage of value of debts owned by the sick company to that respective class of creditors as may be ordered by the Tribunal and even the presence of single creditor of that class may be sufficient to form a valid quorum. (8) The quorum for a meeting of shareholders of the sick company shall be the same as provided in section 103 . (9) The company administrator shall chair the meetings of creditors and shareholders of the sick company and regulate the meeting, as he thinks fit. (10) Decisions in such meetings of secured and unsecured creditors shall be made by requis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f section 262 , the Tribunal may sanction the scheme with modifications, if any, in pursuance of sub-section (3) of section 262 and the order sanctioning the scheme shall be in Form R. A copy of the scheme duly bearing the seal of approval of the Tribunal shall be enclosed to the order. (16) Within thirty days of the passing of the order sanctioning the scheme, the sick company or other companies involved in the scheme shall file a certified copy of the order with each Registrar of Companies having jurisdiction over the registered office of the respective companies. (17) The company administrator shall preserve all the books and records of the sick company including all the notices, memos, vouchers, attendance slips, proxy forms, letters, correspondence, payments received, payment made, particulars of bank account operated, bank statements, reconciliation statements, valuation reports, title deeds, copies of public notices issued, and all other papers unless otherwise ordered to be disposed of by the Tribunal. He will hand over the records to the company or the liquidator, as the case may be, before demitting the office. (18) On the application of any secured creditor, the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... B; (ii) a copy of the approved scheme of revival and rehabilitation duly certified by the company administrator; (iii) a copy of the audited financial statements of the sick company for the financial year immediately preceding the date of the application; (iv) any other document which the applicant may consider it necessary for proper adjudication of the matter; (v) reasons for non-implementation of the sanctioned scheme or failure of the scheme; (vi) modification as may be suggested or other relief, if any, sought from the Tribunal; Winding up of company on report of company administrator. 19.10 For the purposes of sub-section (1) of section 265 , where the scheme is not approved in the manner specified under sub-section (2) of section 262 , the company administrator shall submit a report to the Tribunal within fifteen days of the meeting concerned in Form T. Upon receipt of a report, after making such enquiries as it may deem fit, the Tribunal shall by order, direct the winding up of the sick company. Rehabilitation and Insolvency Fund 19.11 (1) In pursuance of sub-section (4) of section 269 , the Central Government shall appoint, including on deputation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... k/branches as specified in sub-rule (4) above. (6) For the purpose of withdrawing any amount under sub-section (3) of section 269 out of any amount already deposited by any company under clause (b) of sub-section (2) of section 269 , an application in Form AA may be made by any person authorized to do so by the Tribunal and no such withdrawal shall be allowed unless the company has been declared as a sick company and in respect of which an interim administrator or company administrator has been appointed or an order for winding up of the company has been made in pursuance of Chapter XIX or XX of the Act . No fee shall be payable for this application. The Tribunal shall consider such applications as expeditiously as may be possible but in any case an application shall be disposed of within twenty-one days of the making of such application. (7) The Administrator shall ensure maintenance of separate and proper accounts and other relevant records in relation to the Fund giving therein the details of all receipts to and, expenditure and refund from, the Fund and other relevant particulars (company-wise) for proper administration of the Fund. (8) The accounts of receipts i ..... X X X X Extracts X X X X X X X X Extracts X X X X
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