Section 233 of the Companies Act, 2013 outlines a list of conditions which companies proposing to enter into fast-track mergers are required to follow. Mention the conditions.

CS Professional · Corporate Restructuring, Insolvency, Liquidation & Winding-up · PYQS · December 2024
Section 233 of the Companies Act, 2013 outlines a list of conditions which companies proposing to enter into fast-track mergers are required to follow. Mention the conditions.

Answer & Explanation:

Section 233 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 soliciting objections or suggestions from the Registrar and the official liquidators to be issued by the transferor or the transferee companies within thirty (30) days. If any objections or suggestions are received, then the same are considered in their respective general meetings and approved/disapproved by their respective members. A declaration of solvency is required to be filed by both the companies involved in the merger. The scheme has to be approved by majority of creditors representing nine-tenths in value of the creditors or class of creditors of the respective companies. The transferee company is required to file a copy of the approval in the prescribed manner, with the Central Government, Registrar and the Official Liquidator where the registered office of the company is situated. On receiving the said scheme, if the Registrar or the Official Liquidator does not have any objections or suggestions to the scheme, the Central Government shall register the said scheme and issue a confirmation thereof to the companies. If the Registrar or Official Liquidator has any objections or suggestions, the same may be communicated to the Central government within a period of thirty days. In the absence of any such communication, it would be presumed that no objections were raised. If the Central Government after receiving the objections or suggestions or for any other reason forms the opinion that the said scheme is not in public interest or in the interest of the creditors, it can file an application before the Tribunal within a period of sixty days. After filing of such application, the Tribunal has to render its judgment. If it is of the opinion (with reasons recorded in writing) that the scheme should be considered as per the procedure laid down in section 232, it may give directions accordingly.

Topics: Mergers and Amalgamations

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