As a practicing Company Secretary briefly describe the procedure for conducting the meeting of creditors of the transferor and transferee companies in a merger.

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2021
As a practicing Company Secretary briefly describe the procedure for conducting the meeting of creditors of the transferor and transferee companies in a merger.

Answer & Explanation:

The procedure for conducting the meeting of creditors of the transferor and transferee companies in a merger- An application is to be made before the National Company Law Tribunal concerned both by the Transferor Company and the Transferee Company under Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 in Form No. NCLT - I along with a notice of admission in Form No. NCLT-2, for direction to convene the meeting. The affidavit in support of application will be in Form No. NCLT-6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. After considering the application in NCLT-1, the National Company Law Tribunal can given the instructions regarding the holding and concluding of meeting, fixing the time and place of the meeting or meetings, appointing a Chairperson, the procedure to be followed at the meeting, including voting in person or by proxy or by postal ballot or by voting through electronic means, the time which the Chairperson of the meeting is required to report the result of the meeting to the National Company Law Tribunal and such other matters as the National Company Law Tribunal may deem necessary. The National Company Law Tribunal may dispense with the calling of a meeting of creditor or class of creditors where such creditors or class of creditors, having at least ninety per cent value, agree and confirm, by way of affidavit, to the scheme of compromise and agreement.

Topics: Corporate Restructuring

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