Comment (with reasons) whether a scheme of merger or amalgamation under section 233 of the Companies Act, 2013, may be entered between the following companies vide the recent notification of The Companies (Compromises, A

CS Professional · Corporate Restructuring, Valuation and Insolvency · PYQS · June 2026
Comment (with reasons) whether a scheme of merger or amalgamation under section 233 of the Companies Act, 2013, may be entered between the following companies vide the recent notification of The Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025 (Notification G.S.R. 603(E) dated 4th September, 2025): ABC Private Limited, company recognized by the Department for Promotion for Industry and Internal Trade (DPIIT), incorporated for 5 years, have an annual turnover under ₹51 crore, and work toward innovation or improvement of products/processes with XYZ Private Limited, another company recognized by the Department for Promotion for Industry and Internal Trade (DPIIT), incorporated for 9 years, have an annual turnover under ₹91 crore, and work toward innovation or improvement of products/processes; DEF Private Limited, company recognized by the Department for Promotion for Industry and Internal Trade (DPIIT), incorporated for 9 years 9 months, have an annual turnover under ₹95 crore, and work toward innovation or improvement of products/processes with XYZ Ltd, having paid up capital of ₹4.5 crore & turnover ₹49 crore; QWE Private Limited, unlisted company, with aggregate loans/deposits of ₹151 crore, no default in repayment, with IOP Private Limited, another company without profit motive, designed to promote commerce, art, science, etc. ABC Ltd. (listed & transferor) with its subsidiary company MNP Ltd. (unlisted & transferee); ABC Ltd. (unlisted & transferor) with MNP Ltd. (unlisted & transferee), both are subsidiary of XYZ Ltd.

Answer & Explanation:

Below are the answers referring to Rule 25 (1A) of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 as amended vide notification dated 04th September, 2025: Here both are Start-up companies, hence merger/amalgamation between two start-up companies is permitted. Here DEF Private Limited is a Start-up Company and XYZ Ltd is a public Company, hence merger between start-up and public company is not permitted. QWE Private Limited is an unlisted company and IOP Private Limited is section 8 company, not for Profit Company. Merger is not permitted since IOP Private Limited is a section 8 company. Merger/amalgamation between 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; in this case ABC Ltd. is listed & transferor, hence not permitted. Merger/amalgamation between 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; in this case merger/amalgamation is permitted.

Topics: Corporate Restructuring

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