MCA notifies Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2023 with effect from 15th day of June, 2023 vide notification, numbered G.S.R. 367(E), dated May 15, 2023, and introduces amendments to the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
Here’s an analysis of the key information conveyed in the notification:
Amendment Details:
♦ The amendments specifically modify sub-rules (5) and (6) of rule 25 in the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The new sub-rules introduce provisions regarding objections, suggestions, and confirmation orders related to schemes of merger or amalgamation under section 233 of the Companies Act, 2013.
♦ Sub-rule (5) states that if no objection or suggestion is received within thirty days from the Registrar of Companies and Official Liquidator, and if the Central Government is of the opinion that the scheme is in the public interest or the interest of creditors, it may issue a confirmation order within fifteen days after the expiry of the thirty-day period. If the Central Government does not issue a confirmation order within sixty days, it is deemed to have no objection to the scheme.
♦ Sub-rule (6) states that if objections or suggestions are received within thirty days from the Registrar of Companies or Official Liquidator or both, the Central Government has two courses of action:
a) If the objections or suggestions are deemed unsustainable and the Central Government is of the opinion that the scheme is in the public interest or the interest of creditors, it may issue a confirmation order within thirty days after the expiry of the initial thirty-day period.
b) If the Central Government is of the opinion that the scheme is not in the public interest or the interest of creditors, it may file an application before the Tribunal within sixty days of the receipt of the scheme, stating the objections or opinion and requesting the Tribunal to consider the scheme under section 232 of the Act. If the Central Government does not issue a confirmation order or file an application within sixty days, it is deemed to have no objection to the scheme.
The analysis provided is based on the information available in the text. For a comprehensive understanding and any further implications or details, it is recommended to refer to the original Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and any subsequent amendments or relevant legislation.
MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 15th May, 2023
G.S.R. 367(E).—In exercise of the powers conferred by sub-sections (1) and (2) of section 469 read with section 233 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, 2023.
(2) They shall come into force with effect from 15th day of June, 2023.
2. In the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, for sub-rules (5) and (6) of rule 25, the following sub-rules shall be substituted, namely:-
“(5) Where no objection or suggestion is received within a period of thirty days of receipt of copy of scheme under sub-section (2) of section 233, 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:
Provided that if the Central Government does not issue the confirmation order within a period of sixty days of the receipt of the scheme under sub-section (2) of section 233, it shall be deemed that it has no objection to the scheme and a confirmation order shall be issued accordingly.
(6) Where objections or suggestions are received within a period of thirty days of receipt of copy of scheme under sub-section (2) of section 233 from the Registrar of Companies or Official Liquidator or both by the Central Government and –
(a) 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.
(b) 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 subsection (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.”.
[F. No. 2/31/CAA/2013 – CL.V Part]
MANOJ PANDEY, Jt. Secy.
Note : The principal rules were published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i), vide notification number G.S.R. 1134(E), dated the 14th December, 2016 and last amended, vide notification number G.S.R. 401 (E) dated 30th May, 2022.
