The Companies (Compromises, Arrangementsand Amalgamations) Amendment Rules, 2023.

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 –
[भाग II—खण् ड 3(i)] भारत का रािपत्र : असाधारण 3
(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