Company Law Draft Notification Dated 04/04/2025 – Draft Amendments to Companies Compromises, Arrangements and Amalgamations Rules

The draft rules aim to widen the scope of fast-track mergers under Section 233 of the Companies Act, 2013. Presently, it allows fast-track mergers between small companies and between a holding company and its wholly owned subsidiary. The new draft proposes to further extend eligibility to additional classes of companies. These include: (i) two or more unlisted companies (excluding Section 8 companies) with borrowings below ₹50 crore and no loan defaults, subject to an auditor’s certificate; (ii) mergers between a holding company (listed or unlisted) and its one or more unlisted subsidiaries, even if not wholly owned; (iii) mergers between fellow unlisted subsidiaries of the same holding company; and (iv) inclusion of foreign holding companies merging with their Indian wholly owned subsidiaries as per rule 25A(5). The stakeholders comments/ suggestions are invited. (MCA Public Notice Dated 04/04/2025, Draft Notification)

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