MCA Notifies Key Amendments to Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016, Effective Sept 4
MCA Notifies Key Amendments to Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016, Effective Sept 4
The Ministry of Corporate Affairs (MCA) under the Ministry of Finance has recently issued an official notification [F. No. 2/31/CAA/2013 – CL.V Part], dated September 04, 2025, announcing that the central government has made some significant amendments in the rules of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016, in exercise of powers granted under sub-sections (1) and (2) of section 469 read with section 233 of the Companies Act, 2013 (18 of 2013).
The following are the key changes that have been introduced in the rules of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016:
1. The amended rules will now be called the Companies (Compromises, Arrangements, and Amalgamations) Amendment Rules, 2025.
2. The amendments in the Companies (Compromises, Arrangements, and Amalgamations) Amendment Rules, 2025, have already been made effective from the date of publication of the official notification in the Official Gazette, i.e., 4th September, 2025.
3. In the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016, in rule no. 25, for sub-rule (1), the following sub-rule will be interchanged:
“(1) The notice of the proposed scheme, under clause (a) of subsection (1) of section 233 of the Act, to invite Objections or suggestions from the registrar and official liquidator or persons affected by the scheme shall be in Form No. CAA.9.
Provided that in the case of a company regulated by a sectoral regulator such as the Reserve Bank of India, the Securities and Exchange Board, the Insurance Regulatory and Development Authority of India, or the Pension Fund Regulatory and Development Authority, as the case may be, the notice shall be issued to the concerned regulator and to the respective stock exchanges, for listed companies, for objections or suggestions within the period specified in clause (a) of subsection (1) of section 233.“
4. In the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016, in rule no. 25, for sub-rule (1A), in clause (ii), the words “small company” will be interchanged with the words “small company or”; after clause (ii), the following clauses will be interchanged:
“(iii) one or more unlisted companies (not being companies referred to in section 8 of the Act) with one or more unlisted companies (not being companies referred to in section 8 of the Act), where every company involved in the merger, −
(a) has, in aggregate, outstanding loans, debentures, or deposits not exceeding two hundred crore rupees, and
(b) has no default in repayment of loans, debentures, or deposits referred to in sub-clause (a),
on a day not more than thirty days before the date of notice referred to in clause (a) of subsection (1) of section 233 of the Act and on the date of filing of the scheme under subsection (2) of section 233 of the Act:
Provided that a certificate from the auditor of the company stating that the company meets the conditions referred to in this clause shall be filed in Form No. CAA-10A, along with the copy of the approved scheme referred to in subsection (2) of section 233 of the Act.”
(iv) A holding company (listed or unlisted) can merge with its subsidiary company (listed or unlisted). But this does not apply if the transferor company (the company merging into another) is listed.
(v) Two or more subsidiary companies of the same holding company can merge, provided the subsidiaries being transferred are not listed companies.
Example given:
- Company A: Holding Company
- Company B: Wholly Owned Subsidiary of A
- Company C: Subsidiary of B
- Company D: Subsidiary of C
Mergers among A, B, C, D, or any combination are allowed under this clause.
For complete information, refer to the official notification.