1. Where the Central Government is satisfied that it is essential in the public interest that two or more companies should amalgamate, the Central Government may, by order notified in the Official Gazette, provide for the amalgamation of those companies into a single company with such constitution, with such property, powers, rights, interests, authorities and privileges, and with such liabilities, duties and obligations, as may be specified in the order.
2. The order under sub-section (1 ) may also provide for the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company and such consequential, incidental and supplemental provisions as may, in the opinion of the Central Government, be necessary to give effect to the amalgamation.
3. Every member or creditor, including a debenture holder, of each of the transferor companies before the amalgamation shall have, as nearly as may be, the same interest in or rights against the transferee company as he had in the company of which he was originally a member or creditor, and in case the interest or rights of such member or creditor in or against the transferee company are less than his interest in or rights against the original company, he shall be entitled to compensation to that extent, which shall be assessed by such authority as may be prescribed and every such assessment shall be published in the Official Gazette, and the compensation so assessed shall be paid to the member or creditor concerned by the transferee company.
4. Any person aggrieved by any assessment of compensation made by the prescribed authority under sub-section (3 ) may, within a period of thirty days from the date of publication of such assessment in the Official Gazette, prefer an appeal to the Tribunal and thereupon the assessment of the compensation shall be made by the Tribunal.
5. No order shall be made under this section unless—
a. a copy of the proposed order has been sent in draft to each of the companies concerned;
b. the time for preferring an appeal under sub-section (4 ) has expired, or where any such appeal has been preferred, the appeal has been finally disposed off; and
c. the Central Government has considered, and made such modifications, if any, in the draft order as it may deem fit in the light of suggestions and objections which may be received by it from any such company within such period as the Central Government may fix in that behalf, not being less than two months from the date on which the copy aforesaid is received by that company, or from any class of shareholders therein, or from any creditors or any class of creditors thereof.
6. The copies of every order made under this section shall, as soon as may be after it has been made, be laid before each House of Parliament.
Legal Commentary & Landmark Judgments: Section 237
Section 237 of the Companies Act, 2013 empowers the Central Government to order the compulsory amalgamation of two or more companies in the public interest, providing for shareholder and creditor compensation assessments subject to judicial appeal before the Tribunal.
When challenging a draft order of compulsory amalgamation issued by the Central Government under Section 237, immediately submit detailed written objections under Section 237(4) demonstrating lack of genuine 'public interest' under the doctrine established in 63 Moons. If the final order is gazetted, file a writ petition under Article 226 / Article 32 establishing that the order disproportionately breaches the separate legal personality of the parent entity, or file an appeal before the NCLT within 30 days challenging compensation under Section 237(4).