Following the Scheme becoming effective, Scheme Shareholders on the register at the Scheme Record Time, being 6.00 p.m. on 27 November 2020, will receive one New OSB Share for each Old OSB Share held. > A scheme of arrangement is a shareholder and court-approved statutory arrangement between a company and its shareholders that becomes binding on all shareholders by operation of law. A Creditor’s Responsibility statement in the form No. IV. whether minority shareholders would be oppressed by the scheme. Merger and Amalgamation of Companies. To Their Representatives under sub-section (4) of section 230 of the Act and. Question II: Is an Independent Valuation of the scheme required even when there is no change in the shareholding pattern? Section relating to CAA is Section 230-233 and 235-240. The number of members or class of members, as the case may be, who voted at the meeting either in person or by proxy, and. As per the latest rules below mentioned will be process of Compromise and arrangement. of the, The number of creditors or class of creditors or. 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Scheme Meeting results . The petitioner will pray for the appropriate orders and directions from the Tribunal. Notice of Hearing by Tribunal Rule 16; The Tribunal shall fix a date for the hearing of the petition. CAA-2. 15th December, 2016. parties involved in such compromise or arrangement; summary of valuation report (if applicable) including basis of valuation and fairness opinion of the registered valuer, if any, and the declaration that the valuation report is available for inspection at the registered office of the company; details of capital or debt restructuring, if any; rationale for the compromise or arrangement; benefits of the compromise or arrangement as perceived by the Board of directors to the company, members, creditors and others (as applicable); Investigation or proceedings, if any, pending against the company under the Act. ANNOUNCEMENT: … A scheme can be used to effect the same outcome as a takeover offer by transferring the majority or even all shares in the target to the offeror in return for consideration paid by the offeror to the target shareholders. Back to article. A scheme of arrangement is a procedure under Part 15 of the Companies Act that allows a company to reorganise its share capital with the approval of shareholders and the Court. Voting Results . Full details of the Scheme are set out in the Scheme Booklet. Response to Question III : SEBI, while diluting the requirement of a Public Shareholder Approval has stated that a Public Shareholder Approval will only be required when, (a) additional shares are allotted to promoter/promoter group; (b) the scheme of arrangement involves the listed company and any other entity involving the promoter/promoter group; and (c) the parent listed company has acquired the equity shares of the subsidiary, by paying consideration in cash or kind in the past to any the shareholders (promoter/promoter group) of the subsidiary and thereafter the same subsidiary is merged with the parent listed company under the scheme. Explanatory Statement . Konekt Shareholders approve Scheme of Arrangement . i. CAA.5 for sanction of the scheme of compromise or arrangement. Any Creditor or Shareholder desiring to oppose themaking of an order for the Scheme, should appear at the time of the hearing in person or by counsel for that purpose. Copy of such representation shall simultaneously be sent to the concerned companies, In case of no representation within the 30 days then presumed that authority doesn’t have any representation, Persons holding not less than 10% (Ten Percent). After completion of the Voting and report of result of the meeting by the chairman to the tribunal next step will be confirmation of C&A form the Tribunal (NCLT). protection of public/minority shareholders, it was felt that the norms were onerous and ambiguous and thus could potentially affect the ability of listed companies to undertake M&As or restructuring(s) by way of a scheme of arrangement. As per the provisions of Section 230, for the purpose of approval of scheme of compromise & arrangement companies required to take consent of creditors or shareholders through their meetings. The shareholders gave an overwhelming approval at the Court-Ordered Meeting that was convened at the instance of the Federal High Court. Certainty of acquisition of 100% of the target. A scheme can be used to effect the same outcome as a takeover offer by transferring the majority or even all shares in the target to the offeror in return for consideration paid by the offeror to the target shareholders. Schemes of arrangement for companies in winding up. Fixing the quorum and the procedure to be followed at the meeting or meetings, including voting in person or by proxy or by postal ballot or by voting through electronic means; iv. Although Kasbah shareholder approval has been obtained, the Scheme remains subject to a number of customary closing conditions, including approval by … The scheme remains subject to receipt of other statutory and regulatory approvals, including the approvals from Stock Exchanges, SEBI, National Company Law Tribunal, and respective shareholders and creditors of GHCL and GHCL Textiles. The key changes made by SEBI are set out below: The order shall include such directions in regard to any matter or such modifications in the compromise or arrangement as the Tribunal may think fit to make for the proper working of the compromise or arrangement. ... Court approval . The question of whether the Feb Circular applies to all schemes of arrangement involving listed entities or it only applies to schemes for reverse listing that require exemption from SEBI under rule 19 (7) of the SCRR, has been litigated before the Madras High Court in In Re: The Kill Kotagiri Tea and Coffee Estates Company Limited, dated April 1, 2013, wherein the Madras High Court had ruled that the Feb Circular only applied to schemes of arrangement that required an entity to seek exemption from SEBI under rule 19(7) of SCRR i.e. In order to submit a comment to this post, please write this code along with your comment: 0e40c5141065fee3c940659bf285348c. Response to Question III : SEBI, while diluting the requirement of a Public Shareholder Approval has stated that a Public Shareholder Approval will only be required when, (a) additional shares are allotted to promoter/promoter group; (b) the scheme of arrangement involves the listed company and any other entity involving the promoter/promoter group; and (c) the parent listed company has acquired the … Merger timeline. SEBI has also clarified under the Current Circular that only Public Shareholder Approval need to be procured through postal ballot and e-voting. Application for compromise arrangement and amalgamation. Abano shareholder approval will be sought at a special meeting of shareholders likely to be held in November 2020. An application for Compromise & Arrangement can be file with Tribunal (NCLT) by followings: Where more than one company is involved in a scheme, such application may, at the discretion of such companies, be filed as a joint-application. Legal Responsibility of the Tribunal: The notice of the hearing of the petition shall also be served by the Tribunal ; The notice of the hearing shall be advertised in the same newspaper in which the notice of the meeting was advertised or in such other newspaper as the Tribunal may direct, at least ten days before the date fixed for the hearing. i. the latest financial position of the company, ii. The Scheme requires the approval of our shareholders and the Court. The norms as it stands currently is still fairly time consuming and onerous and thus could affect M&As and restructuring by listed companies via the scheme of arrangement route. 5 September 2019 . The Securities Exchange Board of India ("SEBI") had vide circular dated February 4, 2013 ("Feb Circular") prescribed fresh norms, to be complied with by listed companies, while undertaking a scheme of arrangement under sections 391-394 of the Companies Act, 1956 ("Cos Act"). ABN: 38 120 284 040. Composite Scheme of Arrangement ... Demerged/ Transferor Company, Resulting Company and Transferee Company explaining effect of the Scheme on shareholders, key managerial personnel, promoters and non-promoter shareholders 28 - 31 5. A common procedure these days in the utilisation of the exceptions available under the Act is to rely on Item 17 of s611 which exempts a take-over (acquisition of shares in a company) if it is achieved through a “ scheme of arrangement ” that is approved by the court. The Composite Scheme of Arrangement will assist Infibeam Avenues to unlock value for its shareholders. ... 1956. the former requires approval of the shareholders of the concerned company by an ordinary resolution, while the latter calls for the shareholders’, the creditors’ and the High Court’s approval. Notified Date of Section: 7/12/2016 Effective Date: 15/12/2016. Filing of Order of Tribunal: Section 230(8) Rule 17(2). the latest auditor’s report on the accounts of the company and, iii. Konekt Limited (ASX: KKT) (“Konekt”) is pleased to announce that Konekt Shareholders have approved the scheme of arrangement under which Advanced Personnel Management International Pty Ltd (“APM”) will acquire 100% of the issued share capital of Konekt (“Scheme”). Although it is debatable whether in principle the scope of the circular should be wide enough to include all schemes of arrangement undertaken by listed companies, nevertheless the clarification in this regard should be welcomed. ii. (b) the valuation report shall be made by a registered valuer, and till the registration of persons as valuers is prescribed under section 247 of the Act, the valuation report shall be made by an independent merchant banker who is registered with the Securities and Exchange Board or an independent chartered accountant in practice having a minimum experience of ten years. The Scheme is a formal procedure under the Companies Act 2006 which is commonly used to carry out corporate reorganisations. The authority desire to make any representation then shall sent to the tribunal within a period of 30 days from the date of receipt of such notice.  In case of default under this provision, the application along with copy of the last order issued shall be posted before the Tribunal for such orders as it may think fit to make. If approved, all shareholders will be bound by the Scheme regardless of whether, or how, they voted. SHAREHOLDERS of Seven- Up Bottling Company Plc yesterday in Lagos, approved the Scheme of Arrangement by which the majority shareholder, Affelka S.A. would acquire the outstanding 26.8% shares of the company. ASX Announcement. Altona Shareholders Approve Scheme of Arrangement ... (“Scheme Meeting”), the requisite majorities of Altona shareholders approved the Scheme of Arrangement under which Copper Mountain Mining Corporation (“CMMC”) will acquire all of the shares in Altona (“Scheme”). Question III: Would the Public Shareholder Approval be required even when the promoter, promoter group or their associates are not issued any additional shares under the scheme of arrangement? A scheme of arrangement is a procedure that allows a Code Company to reorganise its share capital with the approval of its shareholders and the Court. The Scheme of Arrangement was not conditional on declaration of the dividends, Nippon or a third party financing or facilitating payment of the dividends, or Nippon or a third party being obliged to bring about the result that the dividends would be paid to exiting shareholders. Recognizing the concern of the market participants, SEBI vide a recent circular dated May 21, 2013 ("Current Circular") has made an attempt to (a) clarify the scope of the Feb Circular; and (b) dilute some of the stringent requirements prescribed under the Feb Circular.