MCA Invites Public Comments on Draft Amendment to Companies (Compromises, Arrangements and Amalgamations) Rules, 2025

The Ministry of Corporate Affairs (MCA), through Notification No. File No.: 2/31/CAA/2013CL-V PART dated April 4, 2025, has issued a public notice inviting stakeholder comments on the draft Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025 (“Draft CAAA Rules”).

The proposed amendments seek to expand the scope of fast-track mergers under Section 233 of the Companies Act, 2013 by including the following additional categories of companies:

• Mergers involving only unlisted companies (excluding Section 8 companies), provided each company:

  • is unlisted;

  • has aggregate borrowings below ₹50 crore from banks, financial institutions, or other bodies corporate;

  • has not defaulted on any borrowings; and

  • provides an auditor’s certificate confirming the above.

  
  

• Mergers between a holding company (listed or unlisted) and its unlisted subsidiary(ies).

  
  

• Mergers among subsidiaries of the same holding company, where the transferor company(ies) are unlisted.

  
  

• Cross-border mergers involving a foreign holding company (incorporated outside India) and its wholly owned Indian subsidiary, as referred to in Rule 25A(5).

  
  

The last date for submission of public comments on the draft rules is May 5, 2025.