The Ministry of Corporate Affairs[1] has expanded the scope of fast-track mergers by notifying significant amendments under Rule 25 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. This means that such schemes need not to be filed with the NCLT, but can be approved by the Regional directors of MCA (RDs).
- Scope expansion for fast-track merger u/s 233 of the Companies Act 2013
Current Scope | Expanded to |
Between “Small Companies” as defined u/s 2(85) of the Companies Act 2013 |
|
Between Holding company and its wholly owned subsidiary company |
|
- Application to Demergers:
A new rule provides that rule 25 shall apply mutatis mutandis to schemes u/s 232(1)(b) relating to division or transfer of an undertaking. However, the Central Government while approving the scheme may incorporate provisions specified in section 232(3)(a)–(j), to the extent applicable.
Additionally, forms CAA-9, CAA-10, CAA-11 and CAA-12 have been updated to incorporate above amendment.
For detailed discussion, please feel free to contact devadhaantu@devadhaantu.in
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[1] MCA Notification No. G.S.R 603(E) dated September 04, 2025
