NATIONAL COMPANY LAW TRIBUNAL

CHENNAI BENCH
Dated: 04.01.2023

Circular

It is informed that with effect from 04.01.2023, the applications / petitions

filed under Sections 230-232 of the Companies Act, 2013 through e-filing and
physical mode, shall be accompanied by a synopsis in the following formats.

 Synopsis for First Motion Application should be in the prescribed

format (Annexure-1), to be filed alongwith the First Motion Company
Application.
 Synopsis for Second Motion Petition (Notice stage) should be in
the prescribed format (Annexure-2), to be filed alongwith the Second
Motion Company Petition.
 Synopsis for Second Motion Petition (Final hearing stage) should
be in the format prescribed in Annexure-3, which is to be filed at the
final hearing of Second Motion Company Petition after receiving the
reports from Statutory Authorities.

The Applications / Petitions filed without synopsis as mentioned above will

not be taken up for scrutiny and numbering.

-By Order –
Encl: -
Annexures 1, 2 & 3.
 Annexure-1
SYNOPSIS FOR FIRST MOTION APPLICATION
CA(CAA)________/20
I. DETAILS OF PRAYER REGARDING DISPENSATION / CONVENING MEETING
EQUITY PREFERENCE SECURED UNSECURED
SHAREHOLDERS SHAREHOLDERS CREDITORS CREDITORS
TRANSFEROR/DEMERGED Dispense with or
COMPANY convene, meeting
TRANSFEREE/RESULTING
COMPANY
II. PRELIMINARY DETAILS:
TRANSFEROR/DEMERGED TRANSFEREE/RESULTING
COMPANY COMPANY
CA Numbers
CIN No. of the Company
Date of Incorporation
Certificate of Incorporation Pg. No. Pg. No.
Registered Office
Address
Change in Registered Office in
past 3 years if any
Change in Name of the
Company in past 3 years if any
Mention whether
Public or Private Company
Mention whether Listed/Unlisted
Company
Brief objects of the Company
SHAREHOLDING PATTERN
Authorised Equity Share Capital ________ of equity ________ of equity
shares Rs. (Face shares Rs. (Face
Value) Each Value) Each
Issued Subscribed and Paid Up ________ of equity ________ of equity
Share Capital shares Rs. (Face shares Rs. (Face
Value) Each Value) Each
Preference Share Capital (If any) ________ of equity ________ of equity
shares Rs. (Face shares Rs. (Face
Value) Each Value) Each
Turnover in Rs.

Year :

Audited Balance Sheet as on Date ______ as on Date ______

Pg. No. Pg. No.
Total Secured Credit value in the
Audited Balance Sheet
Total Unsecured Credit value in
the Audited Balance Sheet
Unaudited Balance Sheet as on Date ______ as on Date ______
(if any) Pg. No. Pg. No.
Total Secured Credit value in the
Unaudited Balance Sheet
Total Unsecured Credit value in
the Unaudited Balance Sheet

Rationale of the Scheme

 Date of Board Resolution w.r.t
approval of the Scheme
Appointed Date:
Mention (if any) compliance w.r.t.
Competition Commission of India

III. PROCEDURE OF SCHEME OF AMALGAMATION/ ARRANGEMENT

Enlist the Steps involved in the
scheme (in brief)

IV. DETAILS STAKEHOLDERS CONSENTS W.R.T THE SCHEME:

EQUITY SHAREHOLDERS
TRANSFEROR COMPANY TRANSFEREE COMPANY
Total No. of Equity Shareholders
No. of Equity Shareholders, who is
a Company / Firm / any
association of person.
Details of Certificate of Auditor, Date: Date:
certifying No. of Shareholders. Pg. No. Pg. No.
No. of Equity Shareholders who
gave consent to the Scheme by
way of Affidavit.
% of consent obtained from
Equity Shareholders
SECURED CREDITORS
Total No. of Secured Creditors
No. of Secured Creditors, who is a
Company / Firm / any
association of person.
Total Secured Credit Value
Details of Certificate of Auditor, Date: Date:
certifying No. of Secured Pg. No. Pg. No.
Creditors and Total Secured
Credit Value.
No. of Secured Creditors who
gave consent to the Scheme by
way of Affidavit.
% of consent obtained from
Secured Creditors
Total value of creditors who gave
consent to the Scheme
UNSECURED CREDITORS
Total No. of Unsecured Creditors
No. of Unsecured Creditors, who
is a Company / Firm / any
association of person.
Total Unsecured Credit Value

Details of Certificate of Auditor, Date: Date:

certifying No. of Unsecured Pg. No. Pg. No.
Creditors and Total Unsecured
Credit Value.
No. of Secured Creditors who
gave consent to the Scheme by
way of Affidavit.
% of consent obtained from
Secured Creditors
Total value of creditors who gave
consent to the Scheme
V. AUTHORITIES TO WHOM NOTICES TO BE ISSUED:

S.NO. STATUTORY AUTHORITY REMARKS - YES / NO

1 Regional Director
2 Registrar of Companies
3 Official Liquidator
4 Income Tax Authorities
5 Reserve Bank of India
6 Competition Commission of India
7 SEBI, NSE, BSE
8 Other Sectoral Regulators - Specify

VI. NEWSPAPER SUGGESTED FOR PUBLICATION IN THE FIRST MOTION:

S. No Details Name of Newspaper
1 Vernacular
2 English

SIGNATURE OF COUNSEL/ AUTHORISED REPRESENTATIVE OF THE

NAME:

DATE:

Note:

Wherever it is not relevant, fill it as “N.A.” and do not leave any column unfilled.
 ANNEXURE-2
SYNOPSIS FOR SECOND MOTION PETITION (NOTICE STAGE)
CP(CAA)/ /20
In
CA(CAA)/ /20
I. SEQUENCE OF EVENTS:
S. NO DETAILS PARTICULARS
2nd Motion Petition No.
1 a) E-Filing Date
b) Physical Filing Date.
2 1st Motion Application No.
1st Motion Order: Date:
3
Page No.
IA/MA in CA(CAA)_____/20
4
(If any)
Category of the companies Transferor:
5 Private/Public/Listed/Unlisted Transferee:
Registered Office Address and Transferor:
6 Respective RoC of the Companies. Transferee:

II. REPORT OF CHAIRMAN AND SCRUTINIZER IN BRIEF

Report of Chairman filed before Tribunal: Date ___________ Sr. No. ___________
% OF PERSON
QUORUM
TRANSFEROR PRESENT & VOTING
NAME OF
COMPANY NO. OF TOTAL % OF FAVOUR AGAINST
PARTICULARS CHAIRPERSON &
MEETING PERSONS VOTING IN TERMS
SCRUTINIZER
DATE PRESENT AND OF THE VALUE OF
VOTING SHARES/CREDIT
Equity
Shareholders
Preference
Shareholders
Secured
Creditors
Unsecured
Trade Creditors
Unsecured Loan
Creditors
Others (if any)

% OF PERSON
QUORUM
TRANSFEREE PRESENT & VOTING
NAME OF
COMPANY NO. OF TOTAL % OF FAVOUR AGAINST
PARTICULARS CHAIRPERSON &
MEETING PERSONS VOTING IN TERMS
SCRUTINIZER
DATE PRESENT AND OF THE VALUE OF
VOTING SHARES/CREDIT
Equity
Shareholders
Preference
Shareholders
Secured
Creditors
Unsecured
Trade Creditors
Unsecured Loan
Creditors
Others (if any)
III. AUTHORITIES TO WHOM NOTICES TO BE ISSUED:
S.NO. STATUTORY AUTHORITY REMARKS
1 Regional Director
2 Registrar of Companies
3 Official Liquidator
4 Income Tax Authorities
5 Reserve Bank of India
6 Competition Commission of India
7 SEBI, NSE, BSE
8 Other Sectoral Regulators - Specify

IV. NEWSPAPER SUGGESTED FOR PUBLICATION IN THE FIRST MOTION:

Vernacular
1

2 English

SIGNATURE OF COUNSEL/ AUTHORISED REPRESENTATIVE

NAME:
DATE:
Note:

Wherever it is not relevant, fill it as “N.A.” and do not leave any column unfilled.
 Annexure-3

Synopsis for Second Motion Petition (Final hearing stage)

C.P. (CAA)/ /20

IN
CA(CAA)/ /20
I. PRELIMINARY DETAILS:

S. NO
PARTICULARS PARTICULARS

Final Motion Petition No.

1 b) E-Filing No.
c)Physical Filing Date
1st Motion Application No.
2 a) Date of 1st Motion Order:
b) Page No. 1st Motion Order in CP
3 IA/MA in CA(CAA)_____ /20_ (If any)
Chairman & Scrutinizer Reports
a) E-Filing Date
4
b) E-Filing No.
c)Physical Filing date & SR. No.
Date of Approval of the Board of
5
Directors for the Scheme
6 Date of 2nd Motion notice order
Category of the companies Transferor:
7
Private/Public/Listed/Unlisted Transferee:

Registered Office Address and Transferor:

8
Respective RoC of the Companies. Transferee:

Transferor:
9 Brief Object of the Companies
Transferee:
Details of Affidavit of Service filed w.r.t. Date:
Paper Publication and Service of SR. No.:
Notice to Statutory Authorities.
I. Paper Publication (Details)
a) Date of Publication in English
b) Date of Publication in Vernacular
II. Date of Service of notice to
a) Regional Director
10
b) Registrar of Companies
c) Official Liquidator
d) Income Tax Authorities
e) Reserve Bank of India
f) Competition Commission of India
g) SEBI, NSE, BSE
h) Other Sectoral Regulators (Specify)
II. DETAILS W.R.T. THE SCHEME:

S. NO PARTICULARS PARTICULARS RELEVANT PAGE

NOS
11
Appointed Date
12
Steps contemplated under the
Scheme
13
Important Clauses in the Scheme

Rationale of the Scheme Clause -

Remaining business definition Clause -

Demerged undertaking definition Clause -

Employee welfare Clause -

Accounting treatment clause in the Clause –

Scheme

Clause –
Cancellation of share capital, if any

14
Common Directors, if any
15
Common Shareholders, if any
16
Other Disclosures, if any

III. CONSIDERATION & SHARE EXCHANGE RATIO – AS PER SCHEME:

PARTICULARS RELEVANT PAGE NOS.

Details of the Consideration clause and Clause in the Scheme –
share entitlement ratio in the Scheme Page No.

IV. VALUATION REPORT: (IF APPLICABLE)

PARTICULARS RELEVANT PAGE NOS.

Date of the Valuation Report

Method of Valuation

Name of the Registered Valuer

Recommendations if any:
V. REPORT OF STATUTORY AUTHORITIES:

DETAILS PARTICULARS COMPLIANCE IF ANY

SR No.: _______
Report of RD Date of Filing: ______
Observations, if any: __
Report of OL SR No.: _______
Date of Filing: ______
Observations, if any: __

Report of Income Tax SR No.: _______

Date of Filing: ______
Observations, if any: __

Report of Other Statutory SR No.: _______

Authorities (Specify) Date of Filing: ______
Observations, if any: __

SIGNATURE OF COUNSEL/ AUTHORISED REPRESENTATIVE

NAME:

DATE:

Note:

Wherever it is not relevant, fill it as “N.A.” and do not leave any column unfilled.