Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2023

Companies Compromises Arrangements and Amalgamations Amendment Rules 2023 have been issued by the Ministry of Corporate Affairs via notification.

“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,” the notification stated.

The Companies (Compromises, Arrangements, and Amalgamations) Amendment Rules, 2023, may be used to refer to these regulations. They will come into force with impact from fifteenth day of June, 2023. (15 June 2023).

“(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 expiration 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 doesn’t give the confirmation order within a time of sixty days of the receipt of the scheme under sub-section (2) of section 233, it will be considered that it has no issue with the scheme and an affirmation request will be given as needs be.

(6) If the Central Government receives objections or suggestions within thirty days of receiving a copy of the scheme pursuant to sub-section (2) of section 233 from the Registrar of Companies, Official Liquidator, or both, and – (a) such objections or suggestions of the Registrar of Companies, 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 issue a confirmation order of such scheme of CAA.12.

(b) the Central Government is of the assessment, whether based on objections etc., that the scheme isn’t in the public interest or interest for creditors, it might in something 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 in and requesting that the Tribunal consider the scheme in under with Act section 232: Provided, however, that if the Central Government fails to issue a confirmation order in under with clause (a) or to submit an application in under with clause (b) within sixty days of receiving the scheme in under with subsection (2) of section 233 of the Act, it will be presumed that it has no objection to the scheme and a confirmation order will be issued in under with that.