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Fast Track Merger Procedure – Section 233 – Companies Act, 2013

"PROCESS NOTE OF FAST TRACK MERGER u/s 233 OF COMPANIES ACT, 2013 STEPS PROCEDURE DOCUMENTS REQUIRED TIMELINES FORMS FIRST MOTION PROCEEDING 1 Take Declaration o"<br>TaxGuru is a platform that provides Updates On Amendments in Income Tax, Wealth Tax, Company Law, Service Tax, RBI, Custom Duty, Corporate Lawu00a0, Goods and Service Tax etc.<br>To know more visit https://taxguru.in/company-law/fast-track-merger-procedure-section-233-companies-act-2013.html

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Fast Track Merger Procedure – Section 233 – Companies Act, 2013

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  1. Fast Track Merger Procedure – Section 233– Companies Act,2013 taxguru.in/company-law/fast-track-merger-procedure-section-233-companies-act-2013.html May 19,2022

  2. SECOND MOTIONPROCEEDING 6 Board Meeting(2nd) Convene a Board Meeting andpass the followingresolutions: must beheld after 35 daysof sending noticeto ROC, OL,IT (i.e. 35days from step4)

  3. a) Approval of the schemeafter taking into consideration of any suggestions andobjections >BR for approvalof Notice of EGM >BR for aprrovalof Proposed Scheme b) Fixing date, time and place for convening of shareholdersmeeting; 7 Convening a meeting ofmembers The notice of the meeting sent to the members shall beaccompanied by– Clear 21 daysbefore the date of themeeting or shorter notice MGT-14 (u/s117) a) a statement, disclosingthe >SR >Explanatory Statement >Approved Scheme >Take note of NOCfrom authorities details of the compromiseor arrangement, as far as applicable, as referred to in sub-section 230(3) of the Act read with sub-rule (3)of rule 6 of theRules. the declaration ofsolvency made in Form No.CAA.10; a copy of thescheme. The objections andsuggestions received by the ROC,Official Liquidator and persons affected by the scheme are considered by the companies in their respective general meetings and the schemeis approved by therespective members or class of members ata general meeting holding at 90% of the total number ofshares. 8 NOC fromCreditors Meeting can be dispensed withby taking approval ofmajority representing nine-tenths in valueof thecreditors >NOCfrom creditors along with Auditor’s Certificate (NOC shouldbe on stamp paper)` 9 Filing of theScheme

  4. a) File a copy of Schemeand report of the result of each ofthe meetings with the RegionalDirector. >CAA.11 >BR- approval of scheme, EGMNotice >CAA.09+ Delievery receipts >GNL-1for Noticing ROC &OL >CAA.10 along with Statementof A&L >GNL-2for submission ofCAA.10 >NOCsfrom authorities >EGM Notice >SR- approvalof scheme >MGT-14 >Creditiors Approval >Approved Scheme Withinseven daysfrom the conclusion ofthe meeting of membersor creditors. a) CAA.11 (Form attached) in Form RD-1and GNL-2 b) A copy of the scheme along with Form CAA. 11 shall also be filed with: b)Hand deliveryto OL • the ROC in Form GNL1; • the Official Liquidator through hand delivery or by registeredpost or speedpost. 10 Approval of the Scheme bythe RegionalDirector On the receipt of the scheme, if the ROC or the Official Liquidator has no objections or suggestions to the scheme, the Regional Director shall registerthe same and issue a confirmation thereof to thecompanies. If the ROC or Official Liquidator has any objections or suggestions, hemay communicate the same in writing to Regional Director within a period of thirty days. If no such communication is made, it shall be presumed that he has no objection to thescheme. If the Regional Director after receiving the objections or suggestions or for any reason is of the opinion that such a scheme is not in public interest or in the interest of the creditors, it may file an application before the Tribunal in FormNo. CAA.13 within a period of sixty days of the receipt of the scheme undersub- section (2) stating its objections and requesting that the Tribunal may considerthe scheme under section232.

  5. On receipt of an application from the Regional Director or from any person,if the Tribunal, for reasons to be recorded in writing, is of the opinion that the scheme should be considered as per the procedure laid down in section 232, the Tribunal may direct accordingly or it may confirm the scheme by passing such order as it deemsfit. If the Regional Director does not have any objection to the scheme or itdoes not file any application under this section before the Tribunal, it shall be deemed that it has no objection to thescheme. Where no objection or suggestion is received to the scheme from the ROC and Official Liquidator or where the objection or suggestion of ROC and Official Liquidator is deemed to be not sustainable and the Regional Director is of the opinion that the scheme is in the public interest or in the interest of creditors,the Regional Director shall issue a confirmation order of such scheme of merger or amalgamation in Form No. CAA.12. 11 Filing of confirmation orderwith theROC A copy of the order confirming the scheme by the Tribunal or Regional Director shall be communicated to the ROC having jurisdiction over the transferee company and the persons concerned and the ROC shall register the scheme and issue a confirmation to the companiesand such confirmation shall be communicated to the ROC where transferor company orcompanies weresituated. >RDorder >Approved Scheme Within 30 days ofthe receipt ofthe order of confirmation of the scheme. FormINC- 28

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