MCA notifies Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2022 and inserted new sub-rule (3) to Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and New FORM NO. CAA.16 related to Declaration in terms of Rule 25A.

MINISTRY OF CORPORATE AFFAIRS

NOTIFICATION

New Delhi, the 30th May, 2022

G.S.R. 401(E).—In exercise of the powers conferred by sub-sections (1) and (2) of section 469 read with sections 230 to 240 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 namely :-

1. Short title and commencement.‐ (1) These rules may be called the Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2022.

(2) They shall come into force on the date of their publication in the Official Gazette.

2. In the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereafter in these rules referred to as the said rules), in rule 25A, after sub-rule (3), the following sub-rule shall be inserted namely:

“(4) Notwithstanding anything contained in sub-rule (3), in case of a compromise or an arrangement or merger or demerger between an Indian company and a company or body corporate which has been incorporated in a country which shares land border with India, a declaration in Form No. CAA-16 shall be required at the stage of submission of application under section 230 of the Act.”.

3. In the said rules, in Annexure A, after Form No. CAA-15, the following Form shall be inserted namely:

“FORM NO. CAA.16

[Pursuant to section 230 and rule 25A]

In Company Petition No…………………..

Declaration in terms of Rule 25A

An application under section 230 is being made before the National Company Law Tribunal for merger and amalgamation between:

1. M/s.______________ (details of transferee company/body corporate)

2. M/s.______________ (details of transferor company/body corporate)

3. …………………. .

And in compliance with Rule 25A,

I ____________ duly authorised representative of _____________________ (details of company/body corporate) do hereby solemnly declare that –

…… the company/body corporate is not required to obtain prior approval under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019; or

……… the company/body corporate is required to obtain prior approval under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 and the same has been obtained and is enclosed herewith.

(Tick whichever is applicable)

Date:_________

Place:

Signature

Enclosure:

Approval under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019.”.

[F. No. 2/31/CAA/2013-CL-V]
MANOJ PANDEY, Jt. Secy.

Note : The principal rules were published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i), vide, number G.S.R. 1134(E), dated the 14th December, 2016, and subsequently amended, vide, notification number, G.S.R. 368(E), dated the 13th April 2017, G.S.R. 79(E), dated the 3rd February,2020, G.S.R. 773(E), dated the 17th December, 2020 and G.S.R. 93(E), dated the 1st February, 2021.

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