The provisions of the Companies Act, 2013 relating to compromises and arrangements are uniformally applicable to all companies.
CS Executive · Company Law · PYQS · December 2019
The provisions of the Companies Act, 2013 relating to compromises and arrangements are uniformally applicable to all companies.
Answer & Explanation:
Section 230 to 240 covered under Chapter XV of the Companies Act, 2013 provides for the Compromise, Arrangements and Amalgamation of Companies. The said provisions are uniformly applicable to all companies except Section 233 which prescribes simplified procedure for merger or amalgamation of - 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. Accordingly, sub-section (1) of Section 233 of Companies Act, 2013 states that notwithstanding the provisions of section 230 and section 232 of Companies Act, 2013, a scheme of 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, subject to the following, namely:- 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.
Topics: Company Law
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