As a practicing Company Secretary, a client has approached you and sought your guidance on following procedural aspects of Fast Track Mergers. (a) Declaration of Solvency (b) Filing of Scheme (c) Approval of the Scheme P

Section 233 of the Companies Act, 2013 along with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 lay down the certain procedures for fast-track mergers. (a) Declaration of solvency: Procedure Timeline Forms Required Who shall be Required to comply Both the companies are required to file a declaration of solvency with the respective area ROCs where registered offices of respective companies are situated. This is to be done before the meeting of shareholders or the meeting of creditors is convened. Form CAA 10 Both the transferor and transferee companies are required to comply with this provision. (b) Filing of the Scheme: Procedure Timeline Forms Required Who shall be Required to comply A copy of the scheme along with a report of result of each of the meeting in Form No. CAA 11 shall be filed with the Regional Director. Within 7 days of after the conclusion of the meeting of members or class of members or creditors. Form CAA 11 results of the all meetings Filing w.r.t. Regional Director is required to be done by transferee company. A copy of the scheme along with Form CAA 11 is also required to be filed with the ROC in Form GNL1 and the Official Liquidator. It shall be hand-delivered or sent through speed post or registered post to Official Liquidator. Form GNL1 (c) Approval of the Scheme by Regional Director/Central Government: Where no objection or suggestion is received within a period of thirty days of receipt of copy of scheme under section 233(2), 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: If the Central Government does not issue the confirmation order within a period of sixty days of the receipt of the scheme under of section 233(2), it shall be deemed that it has no objection to the scheme and a confirmation order shall be issued accordingly. Where objections or suggestions are received within a period of thirty 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 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. 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 sub section (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. The confirmation order of the scheme issued by the central government or tribunal under section 233(7) of the Act, shall be filed, within thirty days of the receipt of the order of confirmation, in Form INC-28 along with the fees as provided under companies (Registration Offices and Fees) rules 2014 with the Registrar of companies respectively.