Outline a list of conditions which companies proposing to enter into fast-track mergers are required to follow under Section 233 of the Companies Act, 2013 along with Rule 25 of the Companies (Compromises, Arrangements a
CS Professional · Corporate Restructuring, Valuation and Insolvency · PYQS · December 2024
Outline a list of conditions which companies proposing to enter into fast-track mergers are required to follow under Section 233 of the Companies Act, 2013 along with Rule 25 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
Answer & Explanation:
Section 233 of the Companies Act, 2013 states that scheme of fast track merger or amalgamation may be entered into between two or more small companies or between a holding company and its wholly-owned subsidiary company or such other class or classes of companies as may be prescribed. Further Rule 25 (1A) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 prescribes that a scheme of merger or amalgamation under section 233 of the Act may be entered into between any of the following class of companies, namely:- two or more start-up companies; or one or more start-up company with one or more small company Section 233 of the Companies Act, 2013 along with Rule 25 of the Companies Act, 2013 outlines a list of conditions which companies proposing to enter into fast-track mergers are required to follow: a notice of the proposed scheme inviting objections or suggestions, if any, from the Registrar and Official Liquidators where registered office of the respective companies are situated or persons affected by the scheme within thirty days is issued by the transferor company or companies and the transferee company; the objections and suggestions received are considered by the companies in their respective general meetings and the scheme is approved by the respective members or class of members at a general meeting holding at least ninety per cent. of the total number of shares; each of the companies involved in the merger files a declaration of solvency, in the prescribed form, with the Registrar of the place where the registered office of the company is situated; and the scheme is approved by majority representing nine-tenths in value of the creditors or class of creditors of respective companies indicated in a meeting convened by the company by giving a notice of twenty-one days along with the scheme to its creditors for the purpose or otherwise approved in writing. (2) The transferee company shall file a copy of the scheme so approved in the manner as may be prescribed, with the Central Government, Registrar and the Official Liquidator where the registered office of the company is situated. (3) On the receipt of the scheme, if the Registrar or the Official Liquidator has no objections or suggestions to the scheme, the Central Government shall register the same and issue a confirmation thereof to the companies. (4) If the Registrar or Official Liquidator has any objections or suggestions, he may communicate the same in writing to the Central Government within a period of thirty days: It may be noted that if no such communication is made, it shall be presumed that he has no objection to the scheme.
Topics: Corporate Restructuring
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