Notice of Meeting
3 (1) The notice of the meeting pursuant to the order of the Tribunal to be given in the manner provided in sub section (3) of Section 230 shall be in Form No. 15.3, and shall be sent individually specifying therein, inter alia, the following --
(1) details of the order of the Tribunal directing the calling, convening and conducting of the meeting;
(a)Date of the Order
(b)Date, Time and Venue of the Meeting
(2) details of the company including:
(a)CIN / GLN of the company;
(b)name of the company;
(c)date of incorporation;
(d)status of the company (whether public/private/OPC);
(e)Registered Office address and E-mail id;
(f) object(s) as per the memorandum of association and main business carried on by the company;
(g)details of change of name, registered office and objects of the company in last five years;
(h) name of the stock exchanges where securities of the company are listed, if applicable;
(i) details of the capital structure of the company including authorized, issued, subscribed and paid up share capital; and
(j) details of the promoters, directors and key managerial personnel including name, address and designation and other particulars .
(3) if the scheme of compromise or arrangement relates to more than one company, the fact and details of any relationship subsisting between such companies including holding, subsidiary or of associate companies;
(4) the date of the board meeting at which the scheme was approved by the Board of directors including the name ofthe directors voted in favor of the resolution, voted against the resolution and not voted/ participated on such resolution;
(5) details of the scheme of compromise or arrangement including:
i. parties involved in such compromise or arrangement;
ii. in case of amalgamation or merger, appointed date, share exchange ratio and other consideration, if any;
iii. valuation report including basis of valuation and fairness opinion of the registered valuer, if any;
iv. details of capital/debt restructuring, if any;
v. rationale for the compromise or arrangement;
vi. benefits of the compromise or arrangement as perceived by the board of directors to the company, members, creditors and others;
vii. amount due to other unsecured Creditors and the security available to the creditors thereon
(6) disclosure of nature and extent of interest and effect of compromise or arrangement on such interest of:
(a) key managerial personnel;
(b) directors;
(c) promoters;
(d) non-promoter members;
(e) depositors;
(f) creditors;
(g) debenture holders;
(h) deposit and debenture trustee(s);
(i) promoters, directors, and key managerial personnel of holding company, subsidiary and associate companies;
(j) employees of the company stating clearly that the changes, if any, in the terms and conditions of employment are not detrimental to the interest of the employees;
(7) where there is no interest or there is no effect on such interest of any promoter, director or key managerial personnel, a statement to the effect that there is no interest or there is no effect of the scheme of compromise or arrangement on such interests of such persons;
(8) investigation proceedings, if any, pending against the company or against any promoter, director or key managerial personnel of such company;
(9) details of shareholding of directors, key managerial personnel and promoters of the company as on the date of making this statement and change in their shareholding in the last six months including the date on which and price at which change took place;
(10) details of any No-objection(s), approvals or sanctions, if
already received from the concerned authorities for the
compromise or arrangement;
(11)details of the availability of the following documents for obtaining extract from or for making copies of or for inspection by the members and creditors, namely:
(a) latest audited financial statements of the company including consolidated financial statements;
(b) copy of the order of Tribunal in pursuance of which the meeting is to be convened;
(c) copy of scheme of compromise or arrangement;
(d) contracts or agreements material to the compromise or arrangement; and
(e) such other information/documents as the Board/Management believes necessary and relevant for making decision for / against the scheme;
(12) declaration to the effect that the scheme is in the best interests of the employees, creditors, debenture holders, members particularly non-promoter members and minority shareholders of the company, as detailed in the scheme.
(13) status of approval(s) of regulatory or any other authority(ies), required, if any in connection with compromise or arrangement,.
(14) The notice shall provide for the information required under sub section (4) of section 230 of the Act.
Explanation- For the purposes of this rule, disclosure required to be made by a company shall be made in respect of all the companies which are the part of the compromise or arrangement.
(2) The notice shall be sent by the chairman appointed for the meeting, or, if the Tribunal so directs, by the company (or its liquidator), or any other person as the Tribunal may direct, by post, e-mail or any other mode as directed by the Tribunal to their last known addresses at least four weeks before the date fixed for the meeting. |