CORPORATE LAW UPDATE
19th May 2023
Issue No. 04/23-24
THE MINISTRY OF CORPORATE AFFAIRS NOTIFIES THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) AMENDMENT RULES, 2023
By a gazette notification bearing no. G.S.R. 367(E). dated 15th May 2023, the Ministry of Corporate Affairs (“MCA”) has notified the Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2023 (“Amendment Rules”) amending the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Amendment Rules shall come into force with effect from 15th June, 2023.
The key amendments brought about by Amendment Rules are as follows:
- Pursuant to filing of the scheme under section 233(2) of the Companies Act, 2013 (“Act”) with the Central Government, Registrar of Companies and the Official Liquidator where the registered office of the company is situated, if Central Government does not receive any objection or suggestion within a period of 30 days from the Registrar of Companies or the Official Liquidator and is of the opinion that the scheme is in the public interest or in the interest of the creditors then it may, within a period of 15 days after the expiry of such 30 days, issue a confirmation order of such scheme of merger of amalgamation in Form No. CAA. 12.
- However, if the Central Government does not issue such confirmation order in Form CAA. 12 within a period of 60 days of receipt of such scheme, it shall be deemed that it has no objection to the scheme and a confirmation order shall be issued accordingly.
- In case where objections or suggestions are received within a period of 30 days of receipt of scheme from the Registrar of Companies or the Official Liquidator or both by the Central Government and-
- such objections or suggestions are not sustainable and the Central Government is of the opinion that the scheme is in the public interest or in the interest of the creditors then, it may, within a period of 30 days after the expiry of 30 days, issue a confirmation order of such scheme of merger or amalgamation in Form CAA.12.
- on the basis of such objections or suggestions or otherwise, the Central Government is of the opinion that the scheme is not in the public interest or in the interest of the creditors, then it may, within a period of 60 days of receipt of such scheme file an application before the Tribunal in Form CAA. 13 stating the reasons and requesting to consider such scheme to be taken under section 232 of the Act.
- However, if the Central Government does not issue a confirmation order or does not file any application to the Tribunal with a period of 60 days of the receipt of the scheme, it shall be deemed that it has no objections to the scheme and a confirmation order shall be issued accordingly.
The Amendment Notification can be accessed here
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