Companies Act 2013 · Rules · G.S.R. 1134(E)
Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
The procedure for schemes of compromise, arrangement, merger and demerger before the NCLT, the fast-track merger route through the Regional Director (rule 25), cross-border mergers (rule 25A), and the purchase of minority shareholding.
Last checked: 27 October 2026 against the Ministry of Corporate Affairs consolidated rules text.
| Notification | G.S.R. 1134(E) dated 14 December 2016 · made for Chapter XV of the Act |
|---|---|
| Act sections | 230, 231, 232, 233, 234, 235, 236, 238 |
| MCA forms | CAA-1 to CAA-15, INC-28 |
| Latest amendment | Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025, G.S.R. 603(E) dated 4 September 2025 Widened the fast-track merger route in rule 25 and revised Forms CAA-9 to CAA-12. Source: MCA text + Gazette reports · 8 amending notifications shown in MCA's text |
The rules, one by one
Rule numbers and headings follow MCA's consolidated text. Rule 1 (short title) and rule 2 (definitions) are left out unless they matter in practice. The notes are a plain-English guide, not the rule text.
| Rule | Heading | What it says |
|---|---|---|
| 3 | Application for order of meeting | The company applies to the NCLT in Form NCLT-1 with the scheme, asking it to call meetings of members and creditors. |
| 4 | Disclosures and creditors' responsibility statement | |
| 5 | Directions at hearing | The Tribunal directs how the meetings are held, or may dispense with them in some cases. |
| 6 | Notice of meeting | Notice of the meeting is sent in Form CAA-2. |
| 7 | Advertisement of the notice | The notice is advertised in newspapers. |
| 8 | Notice to statutory authorities | Notice goes to the Central Government, Registrar, Income Tax authorities, RBI, SEBI and others as applicable (Form CAA-3). They have 30 days to make representations. |
| 9 | Voting | |
| 10 | Proxies | |
| 11 | Copy of scheme to be furnished | |
| 12 | Affidavit of service | |
| 13 | Result decided by voting | The scheme must be approved by a majority in number representing three-fourths in value of the members or creditors voting. |
| 14 | Report of the result | The chairperson reports the result to the Tribunal in Form CAA-4. |
| 15 | Petition for confirming the scheme | The company files the petition for sanction in Form CAA-5 within seven days of the chairperson's report. |
| 16 | Date and notice of hearing | |
| 17 | Order on petition | The sanction order is filed with the Registrar in INC-28 within 30 days. |
| 18 | Directions under section 232 | |
| 19 | Directions at hearing of application | |
| 20 | Order under section 232 | |
| 21 | Statement of compliance in mergers | |
| 22 | Report on working of compromise or arrangement | |
| 23 | Liberty to apply | |
| 24 | Liberty of the Tribunal | |
| 25 | Merger of certain companies (fast track) | Section 233 covers small companies and holding companies with wholly owned subsidiaries. Rule 25(1A) adds start-ups (with each other or with small companies), and since September 2025 unlisted companies (other than Section 8 companies) whose outstanding loans, debentures and deposits are each no more than ₹200 crore, with no repayment default. The scheme needs approval of members holding at least 90% of the total shares and creditors holding nine-tenths in value. The notice inviting objections is in Form CAA-9, and the route uses Forms CAA-9 to CAA-12. |
| 25A | Cross-border merger | Merger of a foreign company with an Indian company and vice versa, with RBI approval and limited to permitted jurisdictions. |
| 26 | Notice to dissenting shareholders | |
| 26A | Purchase of minority shareholding in demat form | |
| 27 | Price for purchase of minority shareholding | The price is fixed on the basis of a registered valuer's report. |
| 28 | Circular containing scheme of amalgamation | |
| 29 | Appeal under section 238(2) |
Related
- Section 230 explainer
- Section 232 explainer (merger)
- All Companies Rules · Companies Act 2013 ready reckoner
Other rules explained in detail: Incorporation Rules · Share Capital and Debentures Rules · Acceptance of Deposits Rules · Management and Administration Rules · Accounts Rules · Audit and Auditors Rules · Appointment and Qualification of Directors Rules · Meetings of Board and its Powers Rules · Prospectus and Allotment of Securities Rules · Registration of Charges Rules · Significant Beneficial Owners Rules · CSR Policy Rules · Managerial Personnel Rules · Strike-off (Removal of Names) Rules · Registration Offices and Fees Rules
Sources: Ministry of Corporate Affairs, Acts & Rules e-book (consolidated rules with amendment notes), and the Gazette of India notifications named on this page. This page is a plain-English guide, not the text of the rules. Check the current rule on the MCA portal before relying on it.