Rule 25 - Merger or Amalgamation of certain companies - Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

25. Merger or Amalgamation of certain companies.- (1) The notice of the proposed scheme, under clause (a) of sub-section (1) of section 233 of the Act, to invite objections or suggestions from the Registrar and Official Liquidator or persons affected by the scheme shall be in Form No. CAA.9. 1 [ (1A) A scheme of merger or amalgamation under section 233 of the Act may be entered into between any of the following class of companies, namely:- (i) two or more start-up companies; or (ii) one or more start-up company with one or more small company. Explanation. - For the purposes of this sub-rule, start-up company means a private company incorporated under the Companies Act, 2013 or Companies Act, 1956 and recognised as such in accordance with notification number G.S.R. 127 (E), dated the 19th February, 2019 issued by the Department for Promotion of Industry and Internal Trade. ] (2) For the purposes of clause (c) of sub-section (1) of section 233 of the Act the declaration of solvency shall be filed by each of the companies involved in the scheme or merger or amalgamation in Form NO. CAA. 10 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014, before convening the meeting of members and creditors for approval of the scheme, (3) For the purposes of clause (b) and (d) of sub-section (1) of section 233 of the Act, the notice of the meeting to the members and creditors shall be accompanied by - (a) a Statement, as far as applicable, referred to in sub-section (3) of section 230 of the Act read with sub-rule (3) of rule 6 hereof; (b) the declaration of solvency made in pursuance of clause (c) of subsection (1) of section 233 of the Act in Form No. CAA. 10 ; (c) a copy of the scheme. (4) (a) For the purposes of sub-section (2) or section 233 Of the Act, the transferee company shall, within seven days after the conclusion or the meeting of members or class of members or creditors or class Of creditors, file a copy of the scheme as agreed to by the members and creditors, along with a report of the result of each or the meetings in Form NO. CAA. 11 with the Central Government, along with the fees as provided under the Companies (Registration Offices and Fees) Rules, 2014. (b) Copy of the scheme shall also be filed, along with Form NO. CAA. 11 with - (i) the Registrar of Companies in Form No. GNL-1 along with fees provided under the Companies (Registration Offices and Fees) Rules, 2014; and (ii) the Official Liquidator through hand delivery or by registered post or speed post. 2 [ (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 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. ] (7) The confirmation order of the scheme issued by the Central Government or Tribunal under sub-section (7) of section 233 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 having jurisdiction over the transferee and transferor companies respectively. (8) For the purpose of this rule, it is clarified that with respect to schemes of arrangement or compromise falling within the purview of section 233 of the Act, the concerned companies may, at their discretion, opt to undertake such schemes under sections 230 to 232 of the Act, including where the condition prescribed in clause (d) of sub-section (1) of section 233 of the Act has not been met. ************* NOTES:- 1. Inserted vide Notification No. G.S.R. 93 (E) dated 01-01-2021 2. Substituted vide Notification No. G.S.R. 367(E) dated 15-05-2023 w.e.f. 15-06-2023 before it was read as, (5) Where no objection or suggestion is received to the scheme from the Registrar of Companies and Official Liquidator or where the objection or suggestion of Registrar and Official Liquidator is deemed to be not sustainable and the Central Government is of the opinion that the scheme is in the public interest or in the interest Of creditors, the Central Government. shall issue a confirmation order of such scheme of merger or amalgamation in Form NO. CAA. 12. (6) Where objections or suggestions are received from the Registrar of Companies or Official Liquidator and 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 file an application before the Tribunal in Form NO. CAA.13 within sixty days or the receipt or the scheme Stating its objections or opinion and requesting that Tribunal may consider the scheme under section 232 of the Act.