Description
Incorporation (Inc.) is the forming of a new corporation (a corporation being a legal entity that is effectively recognized as a person under the law). The corporation may be a business, a non-profit organization, sports club, or a government of a new city or town. This article focuses on the process of incorporation; see also corporation.
Case Study for Corporate Merger and Demerger Procedures
1. Observing Memorandum of Association of TransfereeCompany .It has to be ensured that the objects of the MOA of the transferee Company cover the objects of the Transferor Company or companies. If not then it will be necessary to follow the procedure for amendment of objects by passing a Special resolution at an EGM convened for this purpose. It has been held by various decisions of the courts that there is no necessity to have special power in the object clause of the MOA of a company for its amalgamation with another company. It has been laid down that to amalgamate with another company is power of the company and not an object of the company.
2. Convening a Board Meeting Board Meeting is to be convened and held to consider and approve in principle amalgamation and appoint an expert for valuation of shares to determine the share exchange ratio. Consequent upon finalization of scheme of amalgamation another Board Meeting is to be held to approve the scheme.
3. Preparation of Valuation Report Chartered Accountants are requested to prepare a Valuation Report & the swap ratio for consideration by the Boards of both the companies and if necessary it may be prudent to obtain confirmation from merchant bankers on the valuation to be made by the Chartered Accountants.
4. Preparation of scheme of amalgamation or merger Auditors, legal advisors and Practicing Company Secretary of both the companies must interact with each other and should report the result of their interaction to their respective BOD. The Boards of the involved Companies should discuss and determine details of the proposed scheme of amalgamation and merger. The draft of the scheme finally prepared by the Boards of both the companies should be exchanged and discussed in their respective Board meetings. After such meetings a final draft scheme will emerge.
Contents of Amalgamation scheme Transfer date: This is a cutoff date from which all the movable and immovable properties including all rights, powers, privileges of every kind, nature and description of the transferor company shall be transferred or deemed to be transferred without any further act, deed or thing to the transferee company.
Effective date: This is the date on which the transfer and vesting of the undertaking of the Transferor company shall take effect i.e. all the requisite approvals would have been obtained. The scheme should suitably provide for:
1. 2. 3. 4. 5.
Brief details of transferor and transferee companies Appointed date Main terms of transfer of assets and liabilities from transferor to transferee. Effective date of the scheme Details of happenings and consequences of the scheme coming into effect on
effective date 6. The terms of carrying on the business activities by transferor between
‘appointed date’ and ‘effective date’ 7. 8. Details of Share capital of transferor and transferee company Proposed share exchange ratio, conditions attached thereto fractional certificates
to be issued to Transferee Company, approvals and consent required etc. 9. Conditions about payment of dividend, ranking of equity shares, prorata
dividend declaration and distribution. 10. Status of employees of transferor companies and various schemes or funds
created for their benefit from the effective date 11. Agreement between transferor and transferee companies towards making
applications/petitions undersec.391 and 394 and other provisions to the respective High Courts 12. Impact of various provisions covering income tax dues, contingencies and
other accounting entries deserving attention. 13. Statement to bear costs, expenses etc. in connection with the scheme by
Transferee Company 14. Qualifications attached to the scheme requiring various approvals and sanctions.
15.
Enhancement of borrowing limit of the transferee company upon the scheme
coming into effect 16. Surrender of shares by Shareholders of Transferor Company for exchange into
new share certificates.
5. Approvals of scheme Approvals of BOD, Stock Exchanges, Share holders, creditors, financial institutions, Land holders, high courts and RBI are required.
6. Application to High Court seeking direction to hold meetings Rule 67 of the Companies (court) Rules, 1959 lays down that an application under section 391(1) of the Companies Act, 1956 for an order seeking direction for convening meetings of creditors and/or members or any class of them shall be by way of judge’s summons supported by an affidavit. A copy of the proposed scheme should be annexed to the affidavits an exhibit thereto. The summons should be moved ex partein Form no.33 of the Companies (court) Rules, 1959. The affidavit in support of the application should be in Form No. 34.
7. Jurisdiction of High Court Joint application or separate applications should be moved to the High Court having jurisdiction over the state in which registered offices of the companies are situated.
8. Obtaining order of the court for holding class meetings. On receiving a petition the court may order meetings of the members/creditors to be called, held and conducted in such a manner as the court directs. Once the ordered meetings are duly convened, held and conducted and the scheme is approved by the prescribed majority in value of the members/creditors, the court is bound to sanction scheme. Notice of the meeting(s) should be in Form no.36 must besent by the person authorized by the court at their last known addresses at least 21 clear days before the day fixed for the meeting. The notice must be accompanied by a copy of the scheme for the proposed compromise or arrangement.
9. Notice by advertisement Where the court has directed that the notice of the meetings should also be given by newspaper, advertisements, and such notices are required to be given in the prescribed Form no. 38 and published once in an English newspaper and once in the regional language of the state in which the registered office of the company is situated.
10. Convening of General Meeting At the General meeting convened by the High Court resolution will be passed approving the scheme of amalgamation with such modification as may be proposed and agreed to at the meeting. The resolution relating to the approval of amalgamation has to be approved
by a majority of members representing 3/4thin value of the creditors or class of creditors or members or class of members as the case may be present and voting either in person or by proxy. The minutes of the meeting should be finalized in consultation with the Chairman of the meeting and should be signed by him once it is finalized and approved. Copies of such minutes are required to be furnished to the Stock Exchange in terms of the Listing Agreement.
11. Reporting of the results The Chairman of the meeting will submit report of the meeting indicating the results to the concerned High Court in Form no.39 within 7 days of the conclusion of the meeting. The Report must state: a) The no. of creditors/members or class of Creditors/members who were present
at the meeting and who Voted. b) Their individual values and the way they voted
12. Petition to court for confirmation of scheme When the scheme is agreed to, with or without modification petition must be made to the court for confirmation of the scheme on the Form no.40The court also directs that notices of petition be sent to the concerned Regional Director, ROC and the officialLiquidator. On hearing the petition the court shall fix the date of hearing and it shall be published in the same newspaper in which notice of the meetings was advertised or in such other papers, not less than 10 days before the date of hearing.
13. Obtaining order of the court sanctioning the scheme An order of the court on summons for directions should be obtained which will be in obtained which will be in Formno.41.
14. Filing of copy of court’s order with ROC A certified copy of the order passed by the court under both the section 391(3) and 394(3) is required to be filed with concerned ROC in E-form no.21.If default is made in complying with this sub-section the company and every officer of the company who is in default, shall be punishable with fine which may extend to five hundred rupees. According to sub-section (3) of section 391the court order shall not have effect unless a certified copy of the order has been filed with the Registrar.
15. Transfer of the Assets & Liabilities Section-394(2) vests power in the High Court to order forthe transfer of any property or liabilities from TransferorCompany to Transferee Company. In pursuance of and by virtue of such order such properties and liabilities of the transferor shall automatically stand transferred totransferee company without any further act or deed from the date the Court’s Order is filed with ROC.
16. Allotment of Shares to Shareholders of Transferor Company Pursuant to the sanctioned scheme of amalgamation, the share-holders of the Transferor Company are entitled to get shares in the transferee company in the Exchange ratio provided under the said scheme. There are three different situations in which allotment could be given effect:-
i) Where Transferor Company is not a listed company, the formalities prescribed under listing agreement do not exist and the allotment could take place without setting the record date or giving any advance notice to shareholders except asking them to surrender their old share certificates for exchange by the new ones;
ii) The second situation will emerge different where transferor company is a listed company. In this case, the stock exchange is to be intimated of the record date by giving at least 42 days notice or such notice as provided in the listing agreement ;
iii) The third situation is where allotment to Non-Resident Indians is involved and permission of Reserve Bank of India is necessary. The allotment will take place only on receipt of RBI permission. In this connection refer to Regulations-7, 9 & 10B of Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000 as and where applicable. Having made the allotment, the transferee company is required to file with ROC with return of allotment in FormNo-2 appended to the Companies (Central Government’s) General Rules and Forms within 30 days from
the date of allotment in terms of Sec-75 of the Act. Transferee Company shall having issued the new share certificates in lieu of and in exchange of old ones, surrendered by transferor’s shareholders should make necessary entries in the register of members and index of members for the shares so allotted in terms of Sec-150 and 151 respectively of the Companies Act,1
17.
Listing of the Shares at Stock Exchange
After the amalgamation is effected, the company which takes over the assets and liabilities of the transferor company should apply to the stock exchanges where its securities are listed, for listing the new shares allotted to the shareholders of the transferor company.
18.
Court order to be annexed to Memorandum ofTransferee Company
It is the mandatory requirement vide Sec-391(4) of theCompanies Act, 1956 that after the certified copy of theCourt’s Order sanctioning the scheme of amalgamation isfiled with Registrar, it should be annexed to every copy ofthe Memorandum issued by the transferee company. Failure tocomply with requirement renders the company and itsofficers liable to punishment.
19.
Preservation of Books & Papers of Amalgamated
Company
Sec-396A of the Act requires that the books and papers ofthe amalgamated Company should be preserved and not bedisposed of without prior permission of the Central Government.
20.
The Post Merger Secretarial Obligations
There are various formalities to be complied with afteramalgamation of the companies is given effect to andallotment of shares to the shareholders of the transferorCompany is over. These formalities include filing of thereturns with Registrar of Companies, transferofinvestments of transferor company in; the name of thetransferee, intimating banks and financial institutions,creditors and debtors about the transfer of the transferor company’s assets and liabilities in the name of thetransferee company, transfer of employees, gratuity, PF andPension funds etc.
21.
Withdrawal of the Scheme not permissible
Once the scheme for merger has been approved by requisitemajority ofShareholders and creditors, the scheme cannot be with-drawnby subsequent meeting of shareholders by passing Resolutionfor withdrawal of the petition submitted to the court U/s-391 for sanctioning the scheme.
PROCEDURE OF DEMERGER The procedure is as follows: 1.Incorporate the company which will be the ResultingCompany. 2. 3. Frame a scheme of Demerger File a Judges Summons in the High Court praying foran Order convening
separate meetings of the Creditors,Share-holders, or any class of them. Each such Judgessummons must be supported by anAffidavit and a copy of the Scheme must be annexed to themeeting may be dispensed with. In the case of a Demerger,it would not be possible to dispense with a meeting of theshare-holders, since under Section 293 (1)(a) of theCompanies Act, a general meeting of the share-holders wouldbe essential before any such Demerger can take place. 4. Notice of the meeting must be given to theCreditors and /or members and sent
individually to eachShare-holder/Creditor. Each notice must be accompanied by acopy of the scheme, explanatory statement as required bySection 393 of the Companies Act and a proxy form. 5. The notice of meeting must be advertised in suchnewspapers and in such
manner as the judge may direct. TheAdvertisement must take place at least 21 clear days
beforethe date of the meeting,i.e. 21 days notice must be givenexcluding the date of advertising of the notice and thedate of the meeting. 6. The Chairman of the meeting or other persondirected to issue the
Advertisement and notices must filean Affidavit not less than 7 days before the date of themeeting showing that the directions reg: issue of noticesand advertisements have been duly complied with. 7. On the date of the meeting, the decisions of themeetings must be ascertained
only be taking a poll. 8. The Chairman of each meeting must file a report inthe Court within that time
fixed by the Judge or where notime has been fixed, within 7 days after the conclusion of the meeting. The report must state accurately the number ofcreditors or class of creditors or number of members orclass of members as the case may be who were present andwho voted at the meeting either in person or by proxy,their individual values and the way they voted. The reportshall be in Form 39 annexed to the Companies (Court) Rules, 1959. 9. Where the proposed Demerger is approved by thevarious meetings with or
without modification, the companymust present the petition to the Court, for confirmation ofthe Demerger within 7 days of the filing of the Chairman'sReport. 10.The Court shall fix a date for hearing of thePetition and direct advertising in the same newspapers inwhich the notices of the meetings were advertised or insuch other papers as the Court might direct. The noticemust be given not less than 10 days before the date of thehearing.
11.If the Court sanctions the Demerger, it may givesuch directions as it considers necessary for the properworking of the Demerger. The certified copy of the Ordermust be filed within 14 days from the date of the Order orsuch other time, as may be fixed by the Court.
12.Applications for Orders in connection with theDemerger or for any variation, etc. shall be made underSection 394 by Judges Summons supported by an Affidavit fordirections as to the proceedings to be taken. Notice of thesummons shall be given in such manner and to such person asthe Court may direct. On hearing the Summons, the Court maymake such Order or Directions as may be necessary. 13. The Company or any Creditor or Member thereof mayat any time after the
passing of the Order sanctioningDemerger, apply to the Court for determination of anyquestion relating to the working of the compromise orarrangement. Notices and Advertisements shall be as theCourt may direct. The Court may pass such Orders, give suchDirections as it may think necessary
doc_270551431.doc
Incorporation (Inc.) is the forming of a new corporation (a corporation being a legal entity that is effectively recognized as a person under the law). The corporation may be a business, a non-profit organization, sports club, or a government of a new city or town. This article focuses on the process of incorporation; see also corporation.
Case Study for Corporate Merger and Demerger Procedures
1. Observing Memorandum of Association of TransfereeCompany .It has to be ensured that the objects of the MOA of the transferee Company cover the objects of the Transferor Company or companies. If not then it will be necessary to follow the procedure for amendment of objects by passing a Special resolution at an EGM convened for this purpose. It has been held by various decisions of the courts that there is no necessity to have special power in the object clause of the MOA of a company for its amalgamation with another company. It has been laid down that to amalgamate with another company is power of the company and not an object of the company.
2. Convening a Board Meeting Board Meeting is to be convened and held to consider and approve in principle amalgamation and appoint an expert for valuation of shares to determine the share exchange ratio. Consequent upon finalization of scheme of amalgamation another Board Meeting is to be held to approve the scheme.
3. Preparation of Valuation Report Chartered Accountants are requested to prepare a Valuation Report & the swap ratio for consideration by the Boards of both the companies and if necessary it may be prudent to obtain confirmation from merchant bankers on the valuation to be made by the Chartered Accountants.
4. Preparation of scheme of amalgamation or merger Auditors, legal advisors and Practicing Company Secretary of both the companies must interact with each other and should report the result of their interaction to their respective BOD. The Boards of the involved Companies should discuss and determine details of the proposed scheme of amalgamation and merger. The draft of the scheme finally prepared by the Boards of both the companies should be exchanged and discussed in their respective Board meetings. After such meetings a final draft scheme will emerge.
Contents of Amalgamation scheme Transfer date: This is a cutoff date from which all the movable and immovable properties including all rights, powers, privileges of every kind, nature and description of the transferor company shall be transferred or deemed to be transferred without any further act, deed or thing to the transferee company.
Effective date: This is the date on which the transfer and vesting of the undertaking of the Transferor company shall take effect i.e. all the requisite approvals would have been obtained. The scheme should suitably provide for:
1. 2. 3. 4. 5.
Brief details of transferor and transferee companies Appointed date Main terms of transfer of assets and liabilities from transferor to transferee. Effective date of the scheme Details of happenings and consequences of the scheme coming into effect on
effective date 6. The terms of carrying on the business activities by transferor between
‘appointed date’ and ‘effective date’ 7. 8. Details of Share capital of transferor and transferee company Proposed share exchange ratio, conditions attached thereto fractional certificates
to be issued to Transferee Company, approvals and consent required etc. 9. Conditions about payment of dividend, ranking of equity shares, prorata
dividend declaration and distribution. 10. Status of employees of transferor companies and various schemes or funds
created for their benefit from the effective date 11. Agreement between transferor and transferee companies towards making
applications/petitions undersec.391 and 394 and other provisions to the respective High Courts 12. Impact of various provisions covering income tax dues, contingencies and
other accounting entries deserving attention. 13. Statement to bear costs, expenses etc. in connection with the scheme by
Transferee Company 14. Qualifications attached to the scheme requiring various approvals and sanctions.
15.
Enhancement of borrowing limit of the transferee company upon the scheme
coming into effect 16. Surrender of shares by Shareholders of Transferor Company for exchange into
new share certificates.
5. Approvals of scheme Approvals of BOD, Stock Exchanges, Share holders, creditors, financial institutions, Land holders, high courts and RBI are required.
6. Application to High Court seeking direction to hold meetings Rule 67 of the Companies (court) Rules, 1959 lays down that an application under section 391(1) of the Companies Act, 1956 for an order seeking direction for convening meetings of creditors and/or members or any class of them shall be by way of judge’s summons supported by an affidavit. A copy of the proposed scheme should be annexed to the affidavits an exhibit thereto. The summons should be moved ex partein Form no.33 of the Companies (court) Rules, 1959. The affidavit in support of the application should be in Form No. 34.
7. Jurisdiction of High Court Joint application or separate applications should be moved to the High Court having jurisdiction over the state in which registered offices of the companies are situated.
8. Obtaining order of the court for holding class meetings. On receiving a petition the court may order meetings of the members/creditors to be called, held and conducted in such a manner as the court directs. Once the ordered meetings are duly convened, held and conducted and the scheme is approved by the prescribed majority in value of the members/creditors, the court is bound to sanction scheme. Notice of the meeting(s) should be in Form no.36 must besent by the person authorized by the court at their last known addresses at least 21 clear days before the day fixed for the meeting. The notice must be accompanied by a copy of the scheme for the proposed compromise or arrangement.
9. Notice by advertisement Where the court has directed that the notice of the meetings should also be given by newspaper, advertisements, and such notices are required to be given in the prescribed Form no. 38 and published once in an English newspaper and once in the regional language of the state in which the registered office of the company is situated.
10. Convening of General Meeting At the General meeting convened by the High Court resolution will be passed approving the scheme of amalgamation with such modification as may be proposed and agreed to at the meeting. The resolution relating to the approval of amalgamation has to be approved
by a majority of members representing 3/4thin value of the creditors or class of creditors or members or class of members as the case may be present and voting either in person or by proxy. The minutes of the meeting should be finalized in consultation with the Chairman of the meeting and should be signed by him once it is finalized and approved. Copies of such minutes are required to be furnished to the Stock Exchange in terms of the Listing Agreement.
11. Reporting of the results The Chairman of the meeting will submit report of the meeting indicating the results to the concerned High Court in Form no.39 within 7 days of the conclusion of the meeting. The Report must state: a) The no. of creditors/members or class of Creditors/members who were present
at the meeting and who Voted. b) Their individual values and the way they voted
12. Petition to court for confirmation of scheme When the scheme is agreed to, with or without modification petition must be made to the court for confirmation of the scheme on the Form no.40The court also directs that notices of petition be sent to the concerned Regional Director, ROC and the officialLiquidator. On hearing the petition the court shall fix the date of hearing and it shall be published in the same newspaper in which notice of the meetings was advertised or in such other papers, not less than 10 days before the date of hearing.
13. Obtaining order of the court sanctioning the scheme An order of the court on summons for directions should be obtained which will be in obtained which will be in Formno.41.
14. Filing of copy of court’s order with ROC A certified copy of the order passed by the court under both the section 391(3) and 394(3) is required to be filed with concerned ROC in E-form no.21.If default is made in complying with this sub-section the company and every officer of the company who is in default, shall be punishable with fine which may extend to five hundred rupees. According to sub-section (3) of section 391the court order shall not have effect unless a certified copy of the order has been filed with the Registrar.
15. Transfer of the Assets & Liabilities Section-394(2) vests power in the High Court to order forthe transfer of any property or liabilities from TransferorCompany to Transferee Company. In pursuance of and by virtue of such order such properties and liabilities of the transferor shall automatically stand transferred totransferee company without any further act or deed from the date the Court’s Order is filed with ROC.
16. Allotment of Shares to Shareholders of Transferor Company Pursuant to the sanctioned scheme of amalgamation, the share-holders of the Transferor Company are entitled to get shares in the transferee company in the Exchange ratio provided under the said scheme. There are three different situations in which allotment could be given effect:-
i) Where Transferor Company is not a listed company, the formalities prescribed under listing agreement do not exist and the allotment could take place without setting the record date or giving any advance notice to shareholders except asking them to surrender their old share certificates for exchange by the new ones;
ii) The second situation will emerge different where transferor company is a listed company. In this case, the stock exchange is to be intimated of the record date by giving at least 42 days notice or such notice as provided in the listing agreement ;
iii) The third situation is where allotment to Non-Resident Indians is involved and permission of Reserve Bank of India is necessary. The allotment will take place only on receipt of RBI permission. In this connection refer to Regulations-7, 9 & 10B of Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000 as and where applicable. Having made the allotment, the transferee company is required to file with ROC with return of allotment in FormNo-2 appended to the Companies (Central Government’s) General Rules and Forms within 30 days from
the date of allotment in terms of Sec-75 of the Act. Transferee Company shall having issued the new share certificates in lieu of and in exchange of old ones, surrendered by transferor’s shareholders should make necessary entries in the register of members and index of members for the shares so allotted in terms of Sec-150 and 151 respectively of the Companies Act,1
17.
Listing of the Shares at Stock Exchange
After the amalgamation is effected, the company which takes over the assets and liabilities of the transferor company should apply to the stock exchanges where its securities are listed, for listing the new shares allotted to the shareholders of the transferor company.
18.
Court order to be annexed to Memorandum ofTransferee Company
It is the mandatory requirement vide Sec-391(4) of theCompanies Act, 1956 that after the certified copy of theCourt’s Order sanctioning the scheme of amalgamation isfiled with Registrar, it should be annexed to every copy ofthe Memorandum issued by the transferee company. Failure tocomply with requirement renders the company and itsofficers liable to punishment.
19.
Preservation of Books & Papers of Amalgamated
Company
Sec-396A of the Act requires that the books and papers ofthe amalgamated Company should be preserved and not bedisposed of without prior permission of the Central Government.
20.
The Post Merger Secretarial Obligations
There are various formalities to be complied with afteramalgamation of the companies is given effect to andallotment of shares to the shareholders of the transferorCompany is over. These formalities include filing of thereturns with Registrar of Companies, transferofinvestments of transferor company in; the name of thetransferee, intimating banks and financial institutions,creditors and debtors about the transfer of the transferor company’s assets and liabilities in the name of thetransferee company, transfer of employees, gratuity, PF andPension funds etc.
21.
Withdrawal of the Scheme not permissible
Once the scheme for merger has been approved by requisitemajority ofShareholders and creditors, the scheme cannot be with-drawnby subsequent meeting of shareholders by passing Resolutionfor withdrawal of the petition submitted to the court U/s-391 for sanctioning the scheme.
PROCEDURE OF DEMERGER The procedure is as follows: 1.Incorporate the company which will be the ResultingCompany. 2. 3. Frame a scheme of Demerger File a Judges Summons in the High Court praying foran Order convening
separate meetings of the Creditors,Share-holders, or any class of them. Each such Judgessummons must be supported by anAffidavit and a copy of the Scheme must be annexed to themeeting may be dispensed with. In the case of a Demerger,it would not be possible to dispense with a meeting of theshare-holders, since under Section 293 (1)(a) of theCompanies Act, a general meeting of the share-holders wouldbe essential before any such Demerger can take place. 4. Notice of the meeting must be given to theCreditors and /or members and sent
individually to eachShare-holder/Creditor. Each notice must be accompanied by acopy of the scheme, explanatory statement as required bySection 393 of the Companies Act and a proxy form. 5. The notice of meeting must be advertised in suchnewspapers and in such
manner as the judge may direct. TheAdvertisement must take place at least 21 clear days
beforethe date of the meeting,i.e. 21 days notice must be givenexcluding the date of advertising of the notice and thedate of the meeting. 6. The Chairman of the meeting or other persondirected to issue the
Advertisement and notices must filean Affidavit not less than 7 days before the date of themeeting showing that the directions reg: issue of noticesand advertisements have been duly complied with. 7. On the date of the meeting, the decisions of themeetings must be ascertained
only be taking a poll. 8. The Chairman of each meeting must file a report inthe Court within that time
fixed by the Judge or where notime has been fixed, within 7 days after the conclusion of the meeting. The report must state accurately the number ofcreditors or class of creditors or number of members orclass of members as the case may be who were present andwho voted at the meeting either in person or by proxy,their individual values and the way they voted. The reportshall be in Form 39 annexed to the Companies (Court) Rules, 1959. 9. Where the proposed Demerger is approved by thevarious meetings with or
without modification, the companymust present the petition to the Court, for confirmation ofthe Demerger within 7 days of the filing of the Chairman'sReport. 10.The Court shall fix a date for hearing of thePetition and direct advertising in the same newspapers inwhich the notices of the meetings were advertised or insuch other papers as the Court might direct. The noticemust be given not less than 10 days before the date of thehearing.
11.If the Court sanctions the Demerger, it may givesuch directions as it considers necessary for the properworking of the Demerger. The certified copy of the Ordermust be filed within 14 days from the date of the Order orsuch other time, as may be fixed by the Court.
12.Applications for Orders in connection with theDemerger or for any variation, etc. shall be made underSection 394 by Judges Summons supported by an Affidavit fordirections as to the proceedings to be taken. Notice of thesummons shall be given in such manner and to such person asthe Court may direct. On hearing the Summons, the Court maymake such Order or Directions as may be necessary. 13. The Company or any Creditor or Member thereof mayat any time after the
passing of the Order sanctioningDemerger, apply to the Court for determination of anyquestion relating to the working of the compromise orarrangement. Notices and Advertisements shall be as theCourt may direct. The Court may pass such Orders, give suchDirections as it may think necessary
doc_270551431.doc