Guidelines for RDs/ROCs in the matter of scheme of arrangement /amalgamation under section 391-394

 GENERAL CIRCULAR NO. 53/2011; GOI; MCA; Dated 26th July, 2011

All Regional Directors; All ROCs; All Official Liquidators

 Subject: Guidelines for RDs/ROCs in the matter of scheme of arrangement /amalgamation under section 391-394.

It has been observed that various field formations are following different practices while sending comments to the Hon™ble High Courts in respect of scheme of arrangement/amalgamation 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, Regional Director shall send a mail to ROC concerned for the report.

c) ROC should furnish his report online to RD within 7 days from receipt of Form 61 without waiting for RD™s communication.

d) Within seven days of receipt of notice RD should send a letter to local branch of Law Ministry / Assistant Solicitor General appointed for the state by Law Ministry as the case may be (furnishing copy of the notices received u/s 394A) requesting for nomination of an advocate.

e) Regional Director should send a letter within five days of receipt of notice to company / its Advocate to provide material of valuation report, Chairman™s report regarding creditors / members meeting and on receipt of the information, the matter should be processed and finalized within a week™s time.

f) The finalized affidavit should be sent to designated Standing Counsel for the particular case for signature and then to Law Ministry (local branch) for identification. This exercise should not take more than five days after which the affidavit should be filed in Court Registry.

2. The ROCs may examine the matter in respect of issues mentioned in Annexure ˜I™ and send their report to concerned RDs who would take into consideration the report of the ROC before finalizing their comment.

(Jaikant Singh)

Director