Rule 25: Merger or Amalgamation of certain companies

Rule 25: Merger or Amalgamation of certain companies · Complied AI

(5)

Where the transferor foreign company incorporated outside India being a holding company and the transferee Indian company being a wholly owned subsidiary company incorporated in India, enter into merger or amalgamation, –

(i)

both the companies shall obtain the prior approval of the Reserve Bank of India;

(ii)

the transferee Indian company shall comply with the provisions of section 233;

(iii)

the application shall be made by the transferee Indian company to the Central Government under section 233 of the Act and provisions of rule 25 shall apply to such application; and

(iv)

the declaration referred to in sub-rule (4) shall be made at the stage of making application under section 233 of the Act.

Annexure B

Jurisdictions referred to in clause (a) of sub-rule (2) of rule 25A

Jurisdictions –

(i)

whose securities market regulator is a signatory to International Organization of Securities Commission’s Multilateral Memorandum of Understanding (Appendix A Signatories) or a signatory to bilateral Memorandum of Understanding with SEBI, or

(ii)

whose central bank is a member of Bank for International Settlements (BIS), and

(iii)

a jurisdiction, which is not identified in the public statement of Financial Action Task Force (FATF) as:

(a)

a jurisdiction having a strategic Anti-Money Laundering or Combating the Financing of Terrorism deficiencies to which counter measures apply; or

(b)

a jurisdiction that has not made sufficient progress in addressing the deficiencies or has not committed to an action plan developed with the Financial Action Task Force to address the deficiencies

Proviso

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. Substituted vide Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025. dated 04.09.2025. To view the notification, Click Here

Notes, amendments & references (26)

Merger or Amalgamation of certain companies. — (1) 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. (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.

For the purposes of this sub-rule, “start-up company” means a private company incorporated under the Companies Act, 2013 or Companies Act, 1956 and recognised as such in accordance with notification number G.S.R. 127 (E), dated the 19th February, 2019 issued by the Department for Promotion of Industry and Internal Trade.

(iii) one or more unlisted company, (not being company referred to in section 8 of the Act) with one or more unlisted company, (not being company 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 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 subsection (2) of section 233 of the Act;

(iv) 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;

(v) 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;

(vi) 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.”]

(2) For the purposes of clause (c) of sub-section (1) of section 233 of the Act the declaration of solvency shall be filed by each of the companies involved in the scheme of merger or amalgamation in Form No. CAA.10 (as attachment to Form GNL-1) along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014, before convening the meeting of members and creditors for approval of the scheme.

To view the return, Click Here

Inserted vide Companies (Compromises, Arrangements and

Amalgamations) Amendment Rules, 2021 dated 01.02.2021.To view the notification Click Here.

Substituted vide Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025 dated 04.09.2025. To view the notification, Click Here

Inserted vide Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2021 dated 01.02.2021.To view the notification Click Here.

Inserted vide Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025 dated 04.09.2025. To view the notification, Click Here

Substituted vide MCA Notification dated 15.05.2023 regarding Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2023. To view the Notification, Click Here.

25A . Merger or amalgamation of a foreign company with a Company and vice versa. – Inserted vide Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2017 dated 13.04.2017. To view the notification, Click Here

Inserted vide the Companies (Compromises, Arrangements and

Amalgamations) Amendment Rules, 2022 dated 30.05.2022. To view the notification, Click Here.

To view the form, Click Here.

Inserted vide Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2024 dated 09.09.2024 effective 17.09.2024. To view the notification, Click Here.

Inserted vide Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2017 dated 13.04.2017. To view the notification, Click Here