(1)Notwithstanding the provisions of section
230 and s ection 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 fol lowing, 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 o ffice 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 da ys 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 L iquidator 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 confi rmation 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: