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

Ministry of Corporate Affairs vide its Circular No. 53/2011 dated 26.07.2011 has decided to streamline the procedure in respect of scheme of arrangement/amalgamation u/s 391-394 of the Companies Act. The intention behind such guidelines is the urge for strict compliance on the matter. These guidelines supersede all previous guidelines on the matter. The procedure laid down is as follows:

7. 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.
8. Thereafter within three days of receipt, Regional Director shall send a mail to ROC concerned for the report.
9. ROC should furnish his report online to RD within 7 days from receipt of Form 61 without waiting for RD’s communication.
10. 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.
11. 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.
12. 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.

Specific issues to be considered by the Registrar of Companies and Regional Director before finalization of their comments are specified therein.