The Ministry of Corporate Affairs (MCA) notified the Companies
(Compromises, Arrangement and Amalgamations) Amendment Rules, 2023
(Amendment Rules), being effective from 15 June 2023. The Amendment
Rules seek to modify the process governing the merger of a certain
class of companies popularly known as 'fast-track
merger'.
The gist of all Amendment Rules are summarized below:
Amendments | Comments |
Sub-rule 5 of the rule 25 of the Companies
(Compromises, Arrangement and Amalgamations) Rules, 2016 has been
substituted with following rule: "[(5) Where no objection or suggestion is received within a period of thirty days of receipt of copy of scheme under sub-section (2) of section 233, from the Registrar of Companies and Official Liquidator by the Central Government and the Central Government is of the opinion that the scheme is in the public interest or in the interest of creditors, it may, within a period of fifteen days after the expiry of said thirty days, issue a confirmation order of such scheme of merger or amalgamation in Form No. CAA.12: Provided that if the Central Government does not issue the confirmation order within a period of sixty 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.]" |
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Sub-rule 6 of the rule 25 of the Companies (Compromises,
Arrangement and Amalgamations) Rules, 2016 has been substituted
with following rule: "[(6) Where objections or suggestions are received within a period of thirty days of receipt of copy of scheme under sub-section (2) of section 233 from the Registrar of Companies or Official Liquidator or both by the Central Government and - (a) such objections or suggestions of Registrar of Companies or Official Liquidator, are not sustainable and the Central Government is of the opinion that the scheme is in the public interest or in the interest of creditors, it may within a period of thirty days after expiry of thirty days referred to above, issue a confirmation order of such scheme of merger or amalgamation in Form No. CAA.12 (b) the Central Government is of the opinion, whether on the basis of such objections or otherwise, that the scheme is not in the public interest or in the interest of creditors, it may within sixty days of the receipt of the scheme file an application before the Tribunal in Form No. CAA.13 stating the objections or opinion and requesting that Tribunal may consider the scheme under section 232 of the Act: 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 sixty days of the receipt of the scheme under subsection (2) of section 233 of the Act, it shall be deemed that it has no objection to the scheme and a confirmation order shall be issued accordingly.]" |
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