Section 233 — Merger or amalgamation of certain companies

(1) Notwithstanding the provisions of section
230 and section 232, a scheme of merger or amalgamation may be entered into between two or more small
companies or between a holding company and its wholly-owned subsidiary company or such other class or
classes of companies as may be prescribed, subject to the following, namely:—
(a) a notice of the proposed scheme inviting objections or suggestions, if any, from the Registrar
and Official Liquidators where registered office of the respective companies are situated or persons
affected by the scheme within thirty da ys is issued by the transferor company or companies and the
transferee company;
(b) the objections and suggestions received are considered by the companies in their respective
general meetings and the scheme is approved by the respective members or class o f members at a
general meeting holding at least ninety per cent. of the total number of shares;
(c) each of the companies involved in the merger files a declaration of solvency, in the prescribed
form, with the Registrar of the place where the registered office of the company is situated; and
(d) the scheme is approved by majority representing nine -tenths in value of the creditors or class
of creditors of respective companies indicated in a meeting convened by the company by giving a notice
of twenty-one days along with the scheme to its creditors for the purpose or otherwise approved in
writing.
(2) The transferee company shall file a copy of the scheme so approved in the manner as may be
prescribed, with the Central Government, Registrar and the Official Liquidator where the registered office
of the company is situated.
(3) On the receipt of the scheme, if the Registrar or the Official Liquidator has no objections or
suggestions to the scheme, the Central Government shall register the same and issue a confirmation thereof
to the companies.
(4) If the Registrar or Official Liquidator has any objections or suggestions, he may communicate the
same in writing to the Central Government within a period of thirty days:

1. Subs. by Act 29 of 2020, s. 42, for sub-section (8) (w.e.f. 21-12-2020).

Provided that if no such communication is made , it shall be presumed that he has no objection to the
scheme.
(5) If the Central Government 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 within a period of sixty days of the receipt of the scheme under sub-section (2) stating
its objections and requesting that the Tribunal may consider the scheme under section 232.
(6) On receipt of an application from the Central Government 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 deems fit:
Provided that if the Central Government does not have any objection to the scheme or it does not file
any application under this section before the Tribunal, it shall be deemed that it has no objec tion to the
scheme.
(7) A copy of the order under sub -section (6) confirming the scheme shall be communicated to the
Registrar having jurisdiction over the transferee company and the persons concerned and the Registrar shall
register the scheme and issue a confirmation thereof to the companies and such confirmation shall be
communicated to the Registrars where transferor company or companies were situated.
(8) The registration of the scheme under sub-section (3) or sub-section (7) shall be deemed to have the
effect of dissolution of the transferor company without process of winding-up.
(9) The registration of the scheme shall have the following effects, namely:—
(a) transfer of property or liabilities of the transferor company to the transferee company so th at
the property becomes the property of the transferee company and the liabilities become the liabilities
of the transferee company;
(b) the charges, if any, on the property of the transferor company shall be applicable and enforceable
as if the charges were on the property of the transferee company;
(c) legal proceedings by or against the transferor company pending before any court of law shall
be continued by or against the transferee company; and
(d) where the scheme provides for purchase of shares held by the dissenting shareholders or
settlement of debt due to dissenting creditors, such amount, to the extent it is unpaid, shall become the
liability of the transferee company.
(10) A transferee company shall not on merger or amalgamation, hold any shares in its own name or in
the name of any trust either on its behalf or on behalf of any of its subsidiary or associate company and all
such shares shall be cancelled or extinguished on the merger or amalgamation.
(11) The transferee company shall file an appl ication with the Registrar along with the scheme
registered, indicating the revised authorised capital and pay the prescribed fees due on revised capital:
Provided that the fee, if any, paid by the transferor company on its authorised capital prior to its merger
or amalgamation with the transferee company shall be set -off against the fees payable by the transferee
company on its authorised capital enhanced by the merger or amalgamation.
(12) The provisions of this section shall mutatis mutandis apply to a company or companies specified
in sub-section (1) in respect of a scheme of compromise or arrangement referred to in section 230 or division
or transfer of a company referred to clause (b) of sub-section (1) of section 232.
(13) The Central Government may p rovide for the merger or amalgamation of companies in such
manner as may be prescribed.
(14) A company covered under this section may use the provisions of section 232 for the approval of