The Ministry of Corporate Affairs (MCA), through notification dated 04th September 2025, has notified Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025 [amendment rules], for amendingCompanies (Compromises, Arrangements and Amalgamations) Rules, 2016. Currently, the notice of the proposed scheme in Form CAA.9 needs to be given by the transferor and transferee company to the Registrar of Companies [ROC], Official Liquidator or persons affected by the scheme, in order to invite their objections or suggestions. Now, as per the amendment rules, in addition to above, the notice of the proposed scheme also needs to be given to respective stock exchange in case of listed companies, and respective sectoral regulator, in case of a company which is regulated by a sectoral regulator like RBI, SEBI, IRDA etc.
Further, as per the amendment rules, there shall be attached with the scheme, a statement indicating the manner in which the objections or suggestions, if any of sectoralregulator or stock exchanges, have been addressed in the scheme.
Further, currently, the fast-track merger / amalgamation [FTM] process as provided in Sec 233 of the Companies Act, 2013 [the Act] can only be availed by small company, start-up company and merger or amalgamation between holding company and its wholly owned subsidiary company. Now, the amendment rules have widened the classes of companies eligible to avail FTM, and now, it can also be availed in following classes of companies:
in case of merger / amalgamation between unlisted companies. However, it may be noted that none of the unlisted company involved therein should be a company registered under section 8 of the Act i.e. company having charitable objects, and none of the company should:
have aggregate outstanding loans, debentures or deposits exceeding Rs 200 crores; and
have any default in repayment of loans, debentures or deposits, as indicated in clause a) above
Both the above conditions have to met on a day, which should not be more than 30 days before the date of issue of notice by the transferor and transferee company toROC, Official Liquidator or persons affected by the scheme [as mentioned in para 1 above], and the date of filing of final scheme [as approved by the members and creditors] in Form CAA.11 with the Regional Director [RD], ROC and official liquidator.
In above regard, a certificate needs to be issued by the auditorof each of the companies, involved in merger / amalgamation, innewly introduced Form CAA-10A,certifying that the conditions mentioned above have been met.
Such certificate needs to be filed along with copy of schemefinal scheme, as approved by members and creditors.
holding and subsidiary company:-a holding and a subsidiary company, each of them may be listed or unlisted. However, fast track merger process, as provided in Sec 233 of the Act, cannot be availed where the transferor company or companies are listed
fellow subsidiaries:- i.e. subsidiary companiesof the same holding company, provided that transferor company or companies are not listed
cross border merger: merger between foreign holding company with its Indian wholly owned subsidiary company provided that the foreign company being the transferor and Indian company being the transferee company.
Also,currently a time period of 7 days has been providedto the transferee company to file a copy of final scheme as approved by members and creditors with the RD, ROC and official liquidator. Now, the amendment rules have extended the said time period of 7 days to 15 days.
The amendment rules have also clarified that provisions of Rule 25, dealing with FTM, shall also apply in respect of a scheme of division or transfer of undertaking of a company.
