The Ministry of Corporate Affairs has issued the Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025, to further refine and update procedural requirements concerning mergers, arrangements, and amalgamations under the Companies Act, 2013.

1. Substitution of sub-rule (1) of rule 25
   “The notice of the proposed scheme under clause (a) of sub-section (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 case of a company regulated by a sectoral regulator such as Reserve Bank of India, Securities and Exchange Board, Insurance Regulatory and Development Authority of India or Pension Fund Regulatory and Development Authority, as the case may be, the notice shall be issued to the concerned regulator and to respective stock exchanges, for listed companies, for objections or suggestions within the period specified in clause (a) of sub-section (1) of section 233.”

2. Amendment in sub-rule (1A)
   Clause (ii) is substituted with:
   “(ii) after clause (ii), the following clauses shall be inserted, namely:-
   ‘(iii) every unlisted company; or
   (iv) being a company referred to in section 8 of the Act, with 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 sub-section (1) of section 233 of the Act and on the date of filing of scheme under sub-section (2) of section 233 of the Act:
   Provided that a certificate from the auditor of the company 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 sub-section (2) of section 233 of the Act;
   (v) a holding company (listed or unlisted) and a subsidiary company (listed or unlisted):
   Provided that this clause shall not apply where the transferor company or companies are listed;
   (vi) one or more subsidiary company of a holding company with one or more other subsidiary company of the same holding company where the transferor company or companies are not listed;
   (vii) merger of the transferor foreign company incorporated outside India being a holding company with the transferee Indian company being its wholly owned subsidiary company incorporated in India referred to in sub-rule (5) of rule 25A.’”
3. Insertion in sub-rule (2)
   “After the words ‘Form No. CAA.10’, the brackets and words ‘(as attachment to Form GNL-1)’ shall be inserted.”
4. Substitution of clause (a) of sub-rule (4)
   “For the purposes of sub-section (2) of section 233 of the Act, the transferee company shall, within a period of fifteen days after the conclusion of the meeting of members or class of members or creditors or class of creditors, file a copy of the scheme as agreed to by the members and creditors, along with a report of the result of each of the meetings and the report of the registered valuer in Form No. CAA.11 (as attachment to Form RD-1), with the Central Government, along with the fees as provided under the Companies (Registration Offices and Fees) Rules, 2014:
   Provided that in case of a company referred to in proviso to sub-rule (1), a statement about the manner in which the objections or suggestions, if any, of the sectoral Regulator or the stock exchanges, as the case may be, have been addressed in the scheme shall be attached with the scheme.”
5. Insertion of sub-rule (9)
   “The provisions of this rule shall not apply in respect of scheme of division or transfer of undertaking of a company referred to in clause (b) of sub-section (1) of section 232 and while passing such order, the Central Government may make provisions of the nature specified in clauses (a) to (j) of sub-section (3) of section 232 to the extent they are applicable.”
6. Amendment in Annexure-A
   For Forms CAA-9, CAA-10, CAA-11, and CAA-12, the following Forms shall be substituted as specified in the notification.