Statement explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
After the Tribunal sanctions a scheme of compromise, arrangement or merger, the companies concerned must keep the Registrar informed until the scheme is complete. Section 232(7) requires a yearly statement, certified by a practising professional, saying whether the scheme is being complied with in accordance with the Tribunal's order. Form CAA.8 is the statement. This article gives a specimen and explains what it reports.
The statement gives the company's identity (CIN and GLN), the date of the Board's resolution approving the scheme, the date of the Tribunal's order under section 232(3), the actions completed and pending under the order with their status, and a declaration of compliance signed by a director or company secretary and certified by a chartered accountant, cost accountant or company secretary in practice. A copy of the scheme and details of compliance are attached. Section 232(7) requires every company in relation to which the order is made to file the statement every year, until completion of the scheme, in the form and within the time prescribed. The format follows the form as printed in the rules consulted; check the current form and due date before filing.
When you need this statement
You need it for each year after a sanction order under section 232 until the scheme is fully implemented. A section 232 order may transfer property and liabilities, allot shares, continue legal proceedings, dissolve a transferor company without winding up and transfer employees. Each of these takes time, so the Act requires periodic reporting to the Registrar. The statement is separate from the filing of the certified copy of the order itself, which section 232(5) requires within thirty days of receipt. For help with post-sanction filings, see our compliance documentation service. Our section 232 guide and section 230 compromise guide cover the scheme itself.
Specimen statement
FORM NO. CAA.8 IN THE MATTER OF THE COMPROMISE AND / OR ARRANGEMENT OF ] STATEMENT TO BE FILED WITH THE REGISTRAR OF COMPANIES FOR THE ] 1. (a) Corporate Identity Number (CIN) of the company: (b) Global Location Number (GLN) of the company: 2. (a) Name of the company: (b) Address of the registered office: (c) E-mail ID of the company: 3. Date of the Board of Directors' resolution approving the scheme: 4. Date of the order of the Tribunal approving the scheme under section 232(3): (Company Petition No. of , ) 5. Details regarding the order: (a) Actions completed under the order, with dates: ; allotment of shares on ; filing of certified copy of the order on ] (b) Actions pending under the order, with the status of each: DECLARATION OF COMPLIANCE OF THE SCHEME AS PER THE ORDER OF THE TRIBUNAL I, , Director / Company Secretary of , do solemnly affirm and declare that the company is in compliance with the order of the Tribunal dated , except as stated in item 5(b) above. A copy of the scheme of compromise or arrangement is enclosed. Director / Company Secretary Name, DIN / membership number: CERTIFICATE I have examined the records of and certify that the above statement indicates whether the scheme is being complied with in accordance with the order of the Tribunal. Chartered Accountant in practice / Cost Accountant in practice / Company Secretary in practice Membership No. ; Firm registration / Certificate of Practice No. Date: Place: ATTACHMENTS 1. Scheme of compromise or arrangement 2. Details of compliance of the scheme 3.
Clause-by-clause explanation
| Item | What it reports | Drafting tip |
|---|---|---|
| 1-2 Identity | CIN, GLN, name, address, e-mail | Match the Registrar's records |
| 3 Board resolution date | When the Board approved the scheme | Use the original resolution date |
| 4 Tribunal order date | The order under section 232(3) | Give the petition number and Bench |
| 5(a) Completed actions | What has been done under the order | List each with its date |
| 5(b) Pending actions | What remains and its status | Be candid; explain delays |
| Declaration | Affirms compliance with the order | Qualify it where an action is pending |
| Professional certificate | Fulfils the requirement of certification | Obtain it from a professional in practice |
| Attachments | Scheme and details of compliance | Attach the sanctioned scheme |
The law behind it
Section 232(7) provides that every company in relation to which the Tribunal's order is made shall, until the completion of the scheme, file a statement in such form and within such time as may be prescribed with the Registrar every year, duly certified by a chartered accountant, a cost accountant or a company secretary in practice, indicating whether the scheme is being complied with in accordance with the orders of the Tribunal or not. The text does not prescribe the due date; the rules do, and the rule is not reproduced here.
Section 232(5) separately requires a certified copy of the order to be filed with the Registrar for registration within thirty days of receipt of the certified copy. Section 232(8) provides a penalty for default in complying with section 232(5), and the penalty and its cap are set out in the section; read it before advising on late filings. Section 232(6) requires the scheme to indicate an appointed date from which it is effective.
Check the current rules for the form, the due date and the manner of filing.
Who signs and how it is filed
A director or the company secretary signs the declaration, and a practising chartered accountant, cost accountant or company secretary certifies the statement. Each company in relation to which the order is made files its own statement. The filing is made with the Registrar in the manner the rules prescribe, with any fee that applies under the rules; no amount is stated here. No stamp duty is attached to the statement. See our stamp duty overview for other documents.
Common mistakes
- Stopping the yearly statements before the scheme is fully implemented.
- Confusing the section 232(5) filing of the order with the annual statement under section 232(7).
- Giving no status for pending actions.
- Declaring full compliance when an action is still pending.
- Filing without a professional's certificate.
- Using the wrong date for the Tribunal's order or the Board resolution.
- Not attaching the sanctioned scheme.
- Filing for only one of the companies in a merger when each must file.
Need help with post-sanction filings?
After the Tribunal's order, the company must report on implementation until the scheme is complete. Our team can prepare the statement, track pending actions and arrange the professional certificate. See compliance documentation. For the earlier petition, read our Form CAA.5 petition format.
Key takeaways
- Section 232(7) requires a yearly statement until the scheme is complete.
- A practising professional must certify it.
- Report completed and pending actions with their status.
- It is separate from filing the order under section 232(5).
- Check the current form and due date.
Read next
- Section 232: merger and amalgamation
- Compromise and arrangement under section 230: NCLT guide
- Petition to sanction a scheme (Form CAA.5)
- Notice inviting objections for a fast-track merger (Form CAA.9)
Disclaimer: This specimen is a general model for information. Every document must be adapted to its facts and to the law, rules and forms in force when it is signed or filed; stamp duty, registration and court fees depend on the State and the forum. This article is general information, not legal advice; check the official text before acting.