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7 | Fees | (1) Every application made to the Central Government under the provisions of Chapter XIII shall be made in 2[Form No. MR.2] and shall be accompanied by fee as may be specified for the purpose.
1[(2) Omitted]
(3) Every such application seeking approval shall be made to the Central Government within a period of ninety ... |
8 | Appointment of Key Managerial Personnel.- | Every listed company and every other public company having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel. |
8A | Appointment of Company Secretaries in Companies Not Covered Under Rule 8 | Every private company which has a paid up share capital of ten crore rupees or more shall have a whole -time company secretary. |
9 | Secretarial Audit Report. | (1) For the purposes of sub-section (1) of section 204, the other class of companies shall be as under-
(a) Every public company having a paid-up share capital of fifty crore rupees or more; or
(b) Every public company having a turnover of two hundred fifty crore rupees or more; 1[or]
1[(c) every company having out... |
10 | Duties of Company Secretary.- | The duties of Company Secretary shall also discharge, the following duties, namely
(1) to provide to the directors of the company, collectively and individually, such guidance as they may require, with regard to their duties, responsibilities and powers;
(2) to facilitate the convening of meetings and attend Boar... |
Chapter XIV The Companies (Inspection, Investigation and Inquiry) Rules, 2014 | null | null |
Rule | Title | Content |
1 | Short title and commencement. | (1) These rules may be called the Companies (Inspection, Investigation and Inquiry) Rules, 2014.
(2) They shall come into force on the 1st day of April, 2014. |
2 | Definitions. | (1) In these rules, unless the context otherwise requires,-
(a) ‘‘Act’’ means the Companies Act, 2013 (18 of 2013);
(b) ‘‘Annexure’’ means the Annexure to these rules;
(c) ‘‘Fees’’ means the fees as specified in the Companies (Registration offices and fees) Rules, 2014;
(d) "Form’’ or "e form" means a form set fort... |
3 | Appointment of Persons Having Expertise in Various Fields | The Central Government may appoint persons having expertise in the fields of investigations, cyber forensics, financial accounting, management accounting, cost accounting and any other fields as may be necessary for the efficient discharge of Serious Fraud Investigation Office (SFIO) functions under the Act. |
4 | Terms and Condition of Service | The terms and conditions of service of Director, experts and other officers and employees of the Serious Fraud Investigation Office under sub-section (5) of section 211 shall be as under-
(a) the terms and conditions of appointment of Director shall be governed by the deputation rules under the Central Staffing Scheme... |
5 | Security. | (1) The Central Government may before appointing an inspector under sub-section (3) of section 210, require the applicant to give a security not exceeding twenty-five thousand rupees for payment of the costs and expenses of investigation as per the criteria given below-
Turnover as per Previous Year Balance Sheet - Am... |
6 | Letter of Request, as Per Section 217 | The letter of request shall be transmitted in such manner as specified by the Ministry of Corporate Affairs. |
Companies (Arrests in connection with Investigation by Serious Fraud Investigation Office) Rules, 2017 | null | null |
Rule | Title | Content |
1 | Short title and commencement. | (1) These rules may be called the Companies (Arrests in connection with Investigation by Serious Fraud Investigation Office) Rules, 2017.
(2) They shall come into force on the date of their publication in the Official Gazette. |
2 | null | (1) Where the Director, Additional Director or Assistant Director of the Serious Fraud Investigation Office (herein after referred to as SFIO) investigating into the affairs of a company other than a Government company or foreign company has, on the basis of material in his possession, reason to believe (the reason for... |
3 | null | Where an arrest of a person is to be made in connection with a Government company or a foreign company under investigation, such arrest shall be made with prior written approval of the Central Government.
Provided that the intimation of such arrest shall also be given to the Managing Director or the person in-charge... |
4 | null | The Director, Additional Director or Assistant Director, while exercising powers under sub-section (8) of section 212 of the Act, shall sign the arrest order together with personal search memo in the Form appended to these rules and shall serve it on the arrestee and obtain written acknowledgement of service. |
5 | null | The Director, Additional Director or Assistant Director shall forward a copy of the arrest order along with the material in his possession and all the other documents including personal search memo to the office of Director, SFIO in a sealed envelope with a forwarding letter after signing on each page of these document... |
6 | null | An arrest register shall be maintained in the office of Director, SFIO and the Director or any officer nominated by Director shall ensure that entries with regard to particulars of the arrestee, date and time of arrest and other relevant information pertaining to the arrest are made in the arrest register in respect of... |
7 | null | The entry regarding arrest of the person and information given to such person shall be made in the arrest register immediately on receipt of the documents as specified under rule 5 in the arrest register maintained by the SFIO office. |
8 | null | The office of Director, SFIO shall preserve the copy of arrest order together with supporting materials for a period of five years
a) From the date of judgment or final order of the Trial Court, in cases where the said judgment has not been impugned in the appellate court; or
b) From the date of disposal of the ... |
9 | null | The provisions of the Code of Criminal Procedure, 1973 (2 of 1974), relating to arrest shall be applied mutatis mutandis to every arrest made under this Act. |
Chapter XV The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 | null | null |
1 | Short Title and commencement. – | (1) These rule may be called the Companies (Compromises, Arrangements and Amalgamations) Rule, 2016.
(2) They shall come into force with effect from 15th December, 2016. |
2 | Definitions.- | (1) In these rules, unless the context otherwise requires.-
(a) “Act” means the Companies Act, 2013 (18 of 2013);
(b) “Annexure” means the annexure to these rules;
(c) “Form” means a set of forth in annexure “A” to these rules which shall be used for the matter to which it relates, and includes an electronic version ... |
3 | Application for order of meeting. – | (1) An application under sub-section (1) of section 230 of the Act may be submitted in form no. NCLT-1 (appended in the National Company Law Tribunal Rules; 2016) along with
(i) a notice of admission in Form No. NCLT-2 (appended in the National Company Law Tribunal Rules; 2016);
(ii) an affidavit in Form No. NCLT -6 ... |
4 | Disclosures in application made to the Tribunal for compromise or arrangement – Creditors Responsibility Statement. - | For the purposes of sub-clause (i) of clause (c) of sub-section (2) of section 230 of the Act, the creditor’s responsibility statement in Form No. CAA.1 shall be included in the scheme of corporate debt restructuring.
Explanation For the purpose of this rule, it is clarified that a scheme of corporate debt restructuri... |
5 | Directions at hearing of the application.- | Upon hearing the application under sub-section (1) of section 230 of the Act, the Tribunal shall, unless it thinks fit for any reason to dismiss the application, give such directions as it may think necessary in respect of the following matters
(a) determining the class or classes of creditor or of members whose meeti... |
6 | Notice of meeting. – | (1) Where a meeting of any class or classes of creditors or members has been directed or to be convened, 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 of the Act shall be in Form No. CAA.2 and shall be sent individually to each of th... |
7 | Advertisement of the notice of the meeting. | The notice of the meeting under sub-section (3) of section 230 of the Act shall be advertised in Form No. CAA.2 in at least one English newspaper and in at least one vernacular newspaper having wide circulation in the state in which the registered office of the company is situated, or such newspaper as may be directed ... |
8 | Notice to statutory authorities. | (1) For the purpose of sub-section (5) of section 230 of the Act, the notice shall be in Form No. CAA.3, and shall be accompanied with a copy of the scheme of compromise or arrangement, the explanatory statement and the disclosures mentioned under rule 6, and shall be sent to.-
(i) the Central Government, the Registra... |
9 | Voting. | The person who receives the notice may within one month from date of receipt of the notice vote in the meeting either in person of through electronics means to the adoption of the scheme of compromise and arrangement.
Explanation. For the purpose of voting by persons who receive the notice as shareholder of creditor u... |
10 | Proxies | (1) Voting by proxy shall be permitted , provided a proxy in the prescribed form duly signed by the person entitled to attend and vote at the meeting is filed with the company at its registered office not later than 48 hours before the meeting.
(2) Where a body corporate which is a member or creditor (including holder... |
11 | Copy of compromise or arrangement to be furnished by the company | Every creditor or member entitled to attend the meeting shall be furnished by the company , free of charge , within one day on a requisition being made for the same , with a copy of the scheme of the proposed compromise or arrangement together with a copy of the statement required to be furnished under section 230 of... |
12 | Affidavit of service – | (1) The chairperson appointed for the meeting of the company or other person directed to issue the advertisement and the notices of the meeting shall file an affidavit before the Tribunal not less than seven days before the date fixed for meeting or date of the first of the meetings, as the case may be , stating that ... |
13 | Result of the meeting to be decided by voting | (1) The voting at the meeting or meetings held in pursuance of the directions of the tribunal under Rule 5 on all resolutions shall take place by poll or by voting through electronics means.
(2) The report of the result of the meeting under sub rule (1) shall be in form no CAA.4 and shall state accurately the number o... |
14 | Report of the result of the meeting by chairperson | The chairperson of the meeting (or where there are separate meetings , the chairperson of each meeting) shall, within the time fixed by the tribunal, or where no time has been fixed ,within three days after the conclusion of the meeting submit a report to the Tribunal on the result of the meeting in Form No. CAA.4. |
15 | Petition for confirming compromise or arrangement | (1) Where the proposed compromise or arrangement is agreed to by the members or creditors or both as the case maybe with or without modification, the company (or its liquidator),shall , within seven days of the filing of the report by the chairperson , present a petition to the tribunal in Form No.CAA.5 for sanction of... |
16 | Date and notice of hearing | (1) The tribunal shall fix a date for the hearing of petition, and 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 , not less than ten days before the date fixed for the hearing.
(2) The notice of t... |
17 | Order on petition | 1) where the tribunal sanctions the compromise or arrangement, the order shall include such directions in regard to any matter or such modifications in the compromise or arrangement as the tribunal may think to fit to make for the proper working of the compromise or arrangement.
(2) The order shall direct that a certi... |
18 | Application for directions under section 232 of the Act | (1) where the compromise or arrangement has been proposed for the purposes of or in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any two or more companies , and the matters involved cannot be dealt with or dealt with adequately on the petition for sanction of the co... |
19 | Directions at hearing of application | Upon the hearing of the notice of admission given under rule 18 or upon any adjourned hearing thereof, the tribunal may make such order or give such directions as it may think fit, as to the proceeding to be taken for purpose of reconstruction or amalgamation, as the case may be , including where necessary, an inquiry ... |
20 | Order under section 232 of the Act | An order made under section 232 read with section 230 of the act shall be in Form No CAA.7 with such variation as the circumstances may require. |
21 | Statement of compliance in mergers and amalgamations | For the purpose of sub section (7) of section 232 of Act , every company in relation to which an order is made under sub section (3) of section 232 of the act shall until the scheme is fully implemented, file with the registrar of companies, the statement in Form No.CAA.8 along with such fee as specified in the compan... |
22 | Report on working of compromise or arrangement | At any time after issuing an order sanctioning the compromise or arrangement, the Tribunal may, either on its own motion or on the application of any interested person, make an order directing the company or where the company is being wound-up, its liquidator, to submit to the Tribunal within such time as the Tribunal ... |
23 | Liberty to apply | (1) The company, or any creditor or member thereof, or in case of a company which is being wound-up, its liquidator, may, at any after the passing of the order sanctioning the compromise or arrangement, apply to the Tribunal for the determination of any question relating to the working of the compromise or arrangement ... |
24 | Liberty of the tribunal | (1) At any time during the proceedings, if the Tribunal hearing a petition or application under these Rules is of the opinion that the petition or application or evidence or information or statement is required to be filed in the form of affidavit, the same may be ordered by the Tribunal in the manner as the Tribunal m... |
25 | Merger or Amalgamation of certain companies | (1) The notice of the proposed scheme , under clause (a) of section 233 of the Act, to invite objections or suggestions from the Registrar and official liquidator or persons affected by the scheme shall be in Form No.CAA.9.
1[(1A) A scheme of merger or amalgamation under section 233 of the Act may be entered into betw... |
25A | Merger or amalgamation of a foreign company with a Company and vice versa. | (1) A foreign company incorporated outside India may merge with an Indian company after obtaining prior approval of Reserve Bank of India and after complying with the provisions of sections 230 to 232 of the Act and these rules.
(2) (a) A company may merge with a foreign company incorporated in any of the jurisdiction... |
26 | Notice to dissenting shareholders for acquiring the shares | For the purposes of sub-section (1) of section 235 of the Act, the transferee company shall send a notice to the dissenting shareholder(s) of the transferor company , in Form No.CAA.14 at the last intimated address of such shareholder for acquiring the shares of such dissenting shareholders. |
26A | Purchase of minority shareholding held in demat form. | (1) The company shall within two weeks from the date of receipt of the amount equal to the price of shares to be acquired by the acquirer, under section 236 of the Act, verify the details of the minority shareholders holding shares in dematerialised form.
(2) After verification under sub-rule (1), the company shall s... |
27 | Determination of price for purchase of minority shareholding | For the purposes of sub-section (2) of section 236 of the Act, the registered valuer shall determine the price (hereinafter called as offer price ) to be paid by acquirer, person or group of persons referred to in sub-section (1) of section 236 of the Act for purchase of equity shares of the minority shareholders of th... |
28 | Circular containing scheme of amalgamation or merger | (1) For the purposes of clause (a) of sub-section (1) of section 238 of the Act, every circular containing the offer of scheme or contract involving transfer of shares or any class of shares and recommendation to the members of the transferor company by its directors to accept such offer, shall be accompanied by such i... |
29 | Appeal under sub-section (2) of section 238 of the Act | Any aggrieved party may file an appeal against the order of the Registrar of Companies refusing to register any circular under sub-section (2) of section 238 of the Act and the said appeal shall be in the Form No. NCLT.9 (appended in the National Company Law Tribunal Rules, 2016) supported with an affidavit in the Form... |
The Companies (Mediation and Conciliation) Rules, 2016 | null | null |
Rule | Title | Content |
1 | Short title and commencement. | (1) These rules may be called the Companies (Mediation and Conciliation) Rules, 2016.
(2) They shall come into force on the date of their publication in the Official Gazette.
|
2 | Definitions | (1) In these rules, unless the context otherwise requires,
(a) “Act” means the Companies Act, 2013 (18 of 2013);
(b) “Regional Director” means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director ;
(c) “Annexure” means the annexure attached to these rules ;
(d) ... |
3 | Panel of mediators or conciliators | (1) Regional Director shall prepare a panel of experts willing and eligible to be appointed as mediators or conciliators in the respective regions and such panel shall be placed on the website of the Ministry of Corporate Affairs or on any other website as may be notified by the Central Government.
(2) The Regional Di... |
4 | Qualifications for empanelment | A person shall not be qualified for being empanelled as mediator or conciliator unless he -
(a) has been a Judge of the Supreme Court of India ; or
(b) has been a Judge of a High Court ; or
(c) has been a District and Sessions Judge ; or
(d) has been a Member or Registrar of a Tribunal constituted at the National l... |
5 | Disqualifications for empanelment. | A person shall be disqualified for being empanelled as mediator or conciliator, if he -
(a) is an undischarged insolvent or has applied to be adjudicated as an insolvent and his application is pending ;
(b) has been convicted for an offence which, in the opinion of the Central Government, involves moral turpitude ;
... |
6 | Application for appointment of Mediator or Conciliator and his appointment | (1) (a) Parties concern may agree on the name of the sole mediator or conciliator for mediation or conciliation between them;
(b) Where, there are two or more sets of parties and are unable to agree on a sole mediator or conciliator, the Central Government or the Tribunal or the Appellate Tribunal may ask each party t... |
7 | Deletion from the Panel | The Regional Director may by recording reasons in writing and after giving him an opportunity of being heard, remove any person from the Panel.
|
8 | Withdrawing name from Panel | Any person who intends to withdraw his name from the Mediation and Conciliation Panel may make an application to the Regional Director indicating the reasons for such withdrawal and the Regional Director shall take a decision on such application within fifteen days of receipt of such application and update the Panel ac... |
9 | Duty of mediator or conciliator to disclose certain facts. | (1) It shall be the duty of a mediator or conciliator to disclose to the Central Government or the Tribunal or the Appellate Tribunal, as the case may be, about any circumstances which may give rise to a reasonable doubt as to his independence or impartiality in carrying out his functions.
(2) Every mediator or concil... |
10 | Withdrawal of appointment | The Central Government or the Tribunal or the Appellate Tribunal as the case maybe, upon receiving any disclosure furnished by the mediator or conciliator under rule 9, or after receiving any other information from a party or other person in any proceeding which is pending and on being satisfied that such disclosures o... |
11 | Procedure for disposal of matters | (1) For the purposes of mediation and conciliation, the mediator or conciliator shall follow the following procedure, namely :-
(i) he shall fix, in consultation with the parties, the dates and the time of each mediation or conciliation session, where all parties have to be present ;
(ii) he shall hold the mediation ... |
12 | Mediator or Conciliator not bound by the Indian Evidence Act, 1872 or the Code of Civil Procedure, 1908 | The mediator or conciliator shall not be bound by the Indian Evidence Act, 1872 or the Code of Civil Procedure, 1908 while disposing the matter, but shall be guided by the principles of fairness and natural justice, having regard to the rights and obligations of the parties, usages of trade, if any, and the circumstanc... |
13 | Representation of parties | The parties shall ordinarily be present personally or through an authorised attorney at the sessions or meetings notified by the mediator or conciliator:
Provided that the parties may be represented by an authorised person or counsel with the permission of the mediator or conciliator in such sessions or meetings and t... |
14 | Consequences of non-attendance of parties at sessions or meetings on due dates. | If a party fails to attend a session or a meeting fixed by the mediator or conciliator deliberately or wilfully for two consecutive times, the mediation or conciliation shall be deemed to have failed and mediator or conciliator shall report the matter to the Central Government or the Tribunal or the Appellate Tribunal,... |
15 | Administrative assistance. | In order to facilitate the conduct of mediation or conciliation proceedings, the mediator or conciliator with the consent of the parties, may arrange for administrative assistance by a suitable institution or person. |
16 | Offer of settlement by parties. | (1) Any party to the proceeding may, “without prejudice” offer a settlement to the other party at any stage of the proceedings, with a notice to the mediator or conciliator.
(2) Any party to the proceeding may make a, “with prejudice” offer to the other party at any stage of the proceedings with a notice to the mediat... |
17 | Role of Mediator or Conciliator | The mediator or conciliator shall attempt to facilitate voluntary resolution of the dispute by the parties, and communicate the view of each party to the other, assist them in identifying issues, reducing misunderstandings, clarifying priorities, exploring areas of compromise and generating options in an attempt to res... |
18 | Parties alone responsible for taking decision | The parties shall be made to understand that the mediator or conciliator facilitates in arriving a decision to resolve the dispute and that he shall not and cannot impose any settlement nor the mediator or conciliator give any assurance that the mediation or conciliation shall result in a settlement and the mediator or... |
19 | Time limit for completion of mediation or conciliation. | (1) The process for any mediation or conciliation under these rules shall be completed within a period of three months from the date of appointment of expert or experts from the Panel.
(2) On the expiry of three months from the date of appointment of expert from the Panel, the mediation or conciliation process shall s... |
20 | Parties to act in good faith. | All the parties shall commit to participate in the proceedings in good faith with the intention to settle the dispute. |
21 | Confidentiality, disclosure and inadmissibility of information . | (1) When a mediator or conciliator receives factual information concerning the dispute from any party, he shall disclose the substance of that information to the other party, so that the other party may have an opportunity to present such explanation as it may consider appropriate :
Provided that when a party gives in... |
22 | Privacy | The mediation or conciliation sessions or meetings shall be conducted in privacy where the persons as mentioned in rule 13 shall be entitled to represent parties but other persons may attend only with the permission of the parties and with the consent of the mediator or conciliator. |
23 | Protection of action taken in good faith | No mediator or conciliator shall be held liable for anything, which is done or omitted to be done by him, in good faith during the mediation or conciliation proceedings for civil or criminal action nor shall be summoned by any party to the suit or proceeding to appear before the Central Government or the Tribunal or th... |
24 | Communication between mediator or conciliator and the Central Government or the Tribunal or the Appellate Tribunal | In order to preserve the confidence of parties in the Central Government or the Tribunal or the Appellate Tribunal as the case may be and the neutrality of the mediator or conciliator, there shall be no communication between the mediator or conciliator and the Central Government or the Tribunal or the Appellate Tribuna... |
25 | Settlement agreement | (1) Where an agreement is reached between the parties in regard to all the issues or some of the issues in the proceeding, the same shall be reduced to writing and signed by the parties and if any counsel has represented the parties, the conciliator or mediator may also obtain the signature of such counsel on the settl... |
26 | Fixing date for recording settlement and passing order | (1) The Central Government or the Tribunal or the Appellate Tribunal as the case may be, shall fix a date of hearing normally within fourteen days from the date of receipt of the report of the mediator or conciliator under rule 25 and on such date of hearing, if the Central Government or the Tribunal or the Appellate T... |
27 | Expenses of the mediation and conciliation. | (1) At the time of referring the matter to the mediation or conciliation, the Central Government or the Tribunal or the Appellate Tribunal, as the case may be, may fix the fee of the mediator or conciliator and as far as possible, a consolidated sum may be fixed rather than for each session or meeting.
(2) The expense... |
28 | Ethics to be followed by Mediator or Conciliator. | The mediator or conciliator shall-
(a) follow and observe the rules strictly and with due diligence ;
(b) not carry on any activity or conduct which shall reasonably be considered as conduct unbecoming of a mediator or conciliator ;
(c) uphold the integrity and fairness of the mediation or conciliation process;
(d)... |
29 | Resort to arbitral or judicial proceedings | The parties shall not initiate, during the mediation or conciliation under these rules, any arbitral or judicial proceedings in respect of a matter that is the subject-matter of the mediation or conciliation, except that a party may initiate arbitral or Judicial proceedings, where, in his, opinion, such proceedings are... |
30 | Matters not to be referred to the mediation or conciliation. | The following matters shall not be referred to mediation or conciliation, namely :—
(a) the matters relating to proceedings in respect of inspection or investigation under Chapter XIV of the Act; or the matters which relate to defaults or offences for which applications for compounding have been made by one or more pa... |
COMPANIES (REGISTERED VALUERS AND VALUATION) RULES, 2017 | null | null |
1 | Short title,Commencement and Application | (1) These rules may be called the Companies (Registered Valuers and Valuation) Rules, 2017.
(2) They shall come into force on the date of their publication in the Official Gazette.
(3) These rules shall apply for valuation in respect of any property, stocks, shares, debentures, securities or goodwill or any other a... |
2 | Definitions | (1) In these rules, unless the context otherwise requires -
(a) "Act" means the Companies Act, 2013 (18 of 2013);
(b) "authority" means an authority specified by the Central Government under section 458 of the Companies Act, 2013 to perform the functions under these rules;
(c) "asset class" means a distinct group of... |
3 | Eligibility for registered valuers | (1) A person shall be eligible to be a registered valuer if he-
(a) Is a valuer member of a registered valuers organisation;
Explanation.- For the purposes of this clause, "a valuer member" is a member of a registered valuers organisation who possesses the requisite educational qualifications and experience for bei... |
4 | Qualifications and experience | An individual shall have the following qualifications and experience to be eligible for registration under rule 3, namely:-
(a)
post-graduate degree or post-graduate diploma, in the specified discipline, from a University or Institute established, recognised or incorporated by law in India and at least three years... |
5 | Valuation Examination | (1) The authority shall, either on its own or through a designated agency, conduct valuation examination for one or more asset classes, for individuals, who possess the qualifications and experience as specified in rule 4, and have completed their educational courses as member of a registered valuers organisation, to t... |
6 | Application for certificate of registration | (1) An individual eligible for registration as a registered valuer under rule 3 may make an application to the authority in Form-A of Annexure-II along with a non-refundable application fee of five thousand rupees in favour of the authority.
(2) A partnership entity or company eligible for registration as a registered... |
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