MCA Expands Fast-Track Merger Rules u/s 233, Introduces New Forms and Broader Company Coverage in CAA Rules [Read Notification]

The amendment widens the scope of fast-track mergers under Section 233 of the Companies Act, 2013, introduces new categories of eligible companies, and updates several statutory forms to make the process more structured and transparent.

Under the revised rules, the notice of a proposed scheme of merger, amalgamation, division, or transfer must be filed in Form CAA.9 to invite objections or suggestions from stakeholders.

For companies regulated by authorities such as the Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), Insurance Regulatory and Development Authority of India (IRDAI), or Pension Fund Regulatory and Development Authority (PFRDA), the notice must also be sent to the respective regulator.

For listed companies, the notice will additionally be shared with the concerned stock exchanges.

The scope of companies that can avail of the fast-track merger route has been significantly expanded. Earlier, this route was restricted mainly to small companies and start-ups. Now, the following categories are also covered:

• Unlisted companies, provided their total outstanding loans, debentures, or deposits do not exceed Rs. 200 crore and they are not in default of repayments. Such companies must also submit an auditor’s certificate in new Form CAA-10A to confirm eligibility.
• Holding companies and their subsidiaries (whether listed or unlisted), except where the transferor is a listed company.
• Subsidiaries of the same holding company, provided the transferor is unlisted.
• Foreign holding companies merging with their Indian wholly owned subsidiaries, making cross-border mergers easier.

The amendment also introduces new compliance requirements. The transferee company must file the approved scheme and reports of member and creditor meetings in Form CAA.11 within 15 days, along with the valuer’s report and applicable fees. If any regulator or stock exchange raises objections, the company must explain how these were addressed in the scheme.

Further, the rules clarify that the same procedure will also apply, with necessary modifications, to schemes of division or transfer of undertakings under Section 232 of the Companies Act.

Several forms have been substituted to improve clarity and compliance. These include updated versions of Form CAA-9 (notice inviting objections), Form CAA-10 (declaration of solvency), Form CAA-11 (notice of approval of scheme), and Form CAA-12 (confirmation order). A new Form CAA-10A has also been introduced for the auditor’s certification of debt-related conditions.

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