Ministry of Corporate Affairs widens scope of fast track mergers under Companies Act, 2013

Ministry of Corporate Affairs stated in a latest update that in order to facilitate ease of doing business and allow small companies and start-up companies to avail fast-track merger or amalgamation procedures, an amendment was made in the year 2021 in the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (CAA Rules) to extend the scope of fast-track process for merger/demergers between (a) two or more start-up companies and (b) one or more start-up company with one or more small company. Subsequently through amendment made in CAA Rules in September, 2024, merger of a transferor foreign company incorporated outside India being a holding company with the transferee Indian company being its wholly owned subsidiary company incorporated in India (reverse flipping) has also been allowed through fast-track merger procedure. Pursuant to Para 101 of the Budget Speech (2025-2026), it was decided to further enhance the scope of such mergers. For this purpose, the CAA Rules have been amended on 4th September, 2025 after holding stakeholders’ consultations. Through this amendment mergers/demergers in respect of following additional classes of companies have been included in rule 25 of such rules for availing the fast-track merger/demerger procedure: • Two or more unlisted companies (other than section 8 companies) which meet prescribed thresholds of outstanding loans, debentures or deposits; • Holding company and subsidiary companies excluding cases where transferor company is a listed company; • Two or more subsidiaries of the same holding company excluding cases where transferor company is a listed company.