MCA Amends Companies CAA Rules 2025 | Key Highlights of Corporate Restructuring Changes
The Ministry of Corporate Affairs (MCA) has notified the Companies (Compromises, Arrangements, and Amalgamations) Amendment Rules, 2025, effective from September 4, 2025.
This amendment introduces new compliance requirements, revised forms, and an expanded scope of fast-track mergers. The aim is to simplify corporate restructuring while ensuring stronger regulatory oversight.
Key Changes at a Glance
1. New Notice Format – Form CAA-9
- All mergers and amalgamations under Section 233 must now be notified using Form CAA-9.
- Objections and suggestions can be sought not only from the Registrar and Official Liquidator but also from sectoral regulators such as RBI, SEBI, IRDAI, PFRDA, and in case of listed companies, from stock exchanges.
2. Expanded Scope for Fast-Track Mergers
The fast-track merger route now covers:- Section 8 companies merging with certain unlisted companies (if borrowings ≤ ₹200 crore and no repayment default).
- Holding and subsidiary companies (except where the transferor is listed).
- Subsidiaries of the same holding company (if not listed).
- Foreign holding companies merging with their wholly-owned Indian subsidiaries.
3. New Auditor Certification – Form CAA-10A
A new auditor’s certificate is mandatory to confirm that:- Outstanding borrowings do not exceed ₹200 crore.
- There has been no default in repayment of debts, debentures, or deposits.
4. Revised Filing Process – Form CAA-11
Transferee companies must now file:- Approved scheme copies, meeting reports, valuer’s report, and filing fees within 15 days of approval.
- Proof of how objections from regulators and stock exchanges have been addressed.
5. Applicability for Divisions & Transfers
The rules now clarify that the provisions also apply to divisions or transfers of undertakings under Section 232(1)(b).6. Updated Forms
The following forms have been revised and substituted:- CAA-9, CAA-10, CAA-10A, CAA-11, and CAA-12
Why This Matters for Businesses
- Faster Restructuring: Expanded access to fast-track mergers will help reduce costs and time for group restructurings.
- Greater Transparency: Involving regulators and stock exchanges ensures better governance and oversight.
- Improved Compliance: Standardized new forms and auditor certifications bring clarity and accountability.
