law: Companies Act, 2013 
  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 days 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 of 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.
  1.     
  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:
  Provided
  
  that if no such communication is made, it shall be presumed that he has no
  
  objection to the scheme.
  1.     
  2.     
  3.     
  4.     
  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 objection to the scheme.
  1.     
  2.     
  3.     
  4.     
  5.     
  6.     
  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 that 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.
  1.  
  2.  
  3.  
  4.  
  5.  
  6.  
  7.  
  8.  
  9.  
  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 application 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.
  1.  
  2.  
  3.  
  4.  
  5.  
  6.  
  7.  
  8.  
  9.  
  10.  
  11.  
  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 subsection (1 ) of section 232.
  13.   The Central
  
  Government may provide 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
  
  any scheme for merger or amalgamation.