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of <h1>Section 232 Companies Act: Tribunal-sanctioned mergers, demergers, asset transfers, shareholder protections, and filing penalties explained</h1> Section 232 of the Companies Act, 2013 governs schemes of merger, amalgamation, and division implemented through compromises or arrangements sanctioned by the Tribunal under section 230. It empowers the Tribunal to order stakeholder meetings, require circulation of the draft scheme, valuation and director reports, and supplementary accounts, and, upon compliance, to sanction transfer of undertakings, assets, liabilities, employees, legal proceedings, and issue of securities, including protections for dissenting and non-resident shareholders. It provides for dissolution of transferor companies without winding up, fee set-off on authorised capital, and prohibits a transferee company from holding its own shares post-scheme. Orders effect automatic vesting of property and liabilities, mandate filing with the Registrar, annual compliance reporting, and impose monetary penalties for delay in filing.
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