Timelines have been imposed upon central govt for giving order under scheme of amalgamation/merger for certain companies under section 233 of Companies Act 2013

Notification no. G.S.R 367(E)

Notification Date: 15^th May 2023

Applicable Date: w.e.f. 15^th June 2023

Relevant Act / Rule: Companies Act 2013, read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

Relevant Section / Rule: Rule 25 (5) (6) to be substituted as follows:

Sub-rule (5):

- In case of a scheme of merger or amalgamation, Central Government is required to issue the confirmation order within a period of 15 days after expiry of 30 days from the date of receipt of copy of the scheme under sec. 233(2) where no objection or suggestion has been received from the Registrar of Companies and Official Liquidator and Central Government is of the opinion that the scheme is in the public interest or in the interest of the creditors.
- Provided that if the Central Government does not issue the confirmation order within a period of 60 days of the receipt of the scheme under sub-section (2) of section 233, it shall be deemed that it has no objection to the scheme and a confirmation order shall be issued accordingly.

Sub-rule (6):

Where objections or suggestions are received within a period of 30 days of receipt of copy of scheme under section 233 (2) from the Registrar of Companies or Official Liquidator or both by the Central Government and,
1. Central Government is of the opinion that that the scheme is in the public interest or in the interests of the creditors, it may issue a confirmation order in Form No. CAA. 12 within a period of 30 days after expiry of 30 days from the date of receipt of the copy of the scheme.
2. Central Government is of the opinion that that the scheme is not in the public interest or in the interests of the creditors, it may file an application before tribunal in Form No. CAA. 13 within a period of 60 days from the date of receipt of the copy of the scheme.

Provided that if the Central Government does not issue a confirmation order under clause (a) or does not file any application under clause (b) within a period of 60 days of the receipt of the scheme, it shall be deemed that it has no objection to the scheme and a confirmation order shall be issued accordingly.

Notification Link:

https://www.mca.gov.in/bin/dms/getdocument?mds=1Wyd8lldgilFPq8Dx6A3QA%253D%253D&type=open

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