Companies compromises, arrangements and amalgamations rules
In exercise of the powers conferred by sub-sections (1) and (2) of section 469 read with section 233 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, as follows:
1. Short Title and Commencement
- These rules shall be called the Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025.
- They shall come into effect from the date of their publication in the Official Gazette.
2. Amendment to Rule 25
(a) Sub-rule (1) is substituted as follows:
The notice of the proposed scheme under clause (a) of sub-section (1) of section 233 of the Act, inviting objections or suggestions from the Registrar, official liquidator, or affected persons, shall be issued in Form No. CAA.9.
Provided that where the company is regulated by a sectoral regulator such as the Reserve Bank of India, SEBI, IRDAI, or PFRDA, the notice shall also be sent to the concerned regulator and stock exchanges for listed companies, inviting objections or suggestions within the period specified under section 233(1).
(b) Sub-rule (1A) is amended as follows:
(i) In clause (ii), the words “such company” shall be replaced with “such company; or”.
(ii) After clause (ii), the following clauses are inserted:
(iii) A merger between two or more private companies (not being section 8 companies), where:
(iii) The total loans, debentures, or deposits outstanding do not exceed ₹200 crores; and
- There is no default in repayment on a date not more than 30 days before notice and filing.
- An auditor’s certificate in Form No. CAA-10A must be filed along with the scheme.
(iv) A merger between a holding company (listed or unlisted) and its subsidiary (listed or unlisted), except where the transferor company is listed.
(v) A merger between one or more subsidiaries of the same holding company, provided none are listed.
(vi) A merger between a foreign holding company incorporated outside India and its wholly owned Indian subsidiary under sub-rule (5) of rule 25A.
Illustration:
Company ‘D’ is a subsidiary of ‘C’; ‘C’ is a subsidiary of ‘B’; ‘B’ is a wholly owned subsidiary of ‘A’. ‘C’ and ‘D’ are subsidiaries under the same holding company ‘A’. The merger scheme is eligible under this rule.
(c) In sub-rule (2), after “Form No. CAA-10”, insert the words “(as attachment to Form GNL-1)”.
(d) Sub-rule (4) is substituted as follows:
For section 233(2), the transferee company must file, within 15 days after the meeting of members or creditors, a copy of the scheme, meeting results, and valuer’s report in Form No. CAA-11 (attachment to Form RD-1) along with the prescribed fees.
Provided that for companies regulated by sectoral regulators, a statement explaining how objections or suggestions have been addressed shall be attached.
(e) After sub-rule (8), insert sub-rule (9):
The provisions of this rule shall apply mutatis mutandis to schemes involving division or transfer of undertakings under section 232(1)(b), and the Central Government may extend applicable provisions as required.
3. Amendment to Annexure-A
The existing Forms CAA-9, CAA-10, CAA-11, and CAA-12 are replaced with revised forms as appended.
Also Read: MCA Update on New Company Forms (Effective 14th July 2025)
