The fast-track merger regime under Section 233 of the Companies Act, 2013 ("the Act") was designed to provide a quicker alternative to the NCLT process for small companies, start-ups, and holding-subsidiary structures. The 2025 amendments to the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 have dramatically expanded the eligibility, bringing a much wider class of companies into the fast-track fold.
The Original Eligibility
The original fast-track route was available to two or more small companies, two or more start-up companies, one or more start-up companies with one or more small companies, and a holding company merging with its wholly owned subsidiary. The rationale was that these categories involve either small entities or entities within the same group, where the public interest in a full NCLT process is limited.
The procedure is simpler than the NCLT route. The companies must issue notices to the ROC and the Official Liquidator, file a declaration of solvency, and obtain the consent of at least ninety per cent of shareholders and ninety per cent in value of creditors. If no objections are raised, the Regional Director may approve the scheme directly or refer it to the NCLT.
The 2025 Expansion
The 2025 amendment, effective 8 September 2025, added several new categories to the fast-track route. The first is a merger between one or more unlisted companies, where the aggregate outstanding loans, debentures, or deposits do not exceed two hundred crore rupees and there is no default in repayment. The second is a merger between a holding company (listed or unlisted) and one or more subsidiary companies, provided the transferor company is not listed. The third is a merger between two or more subsidiaries of the same holding company, provided the transferor companies are not listed. The fourth is a merger of a foreign holding company with its Indian wholly owned subsidiary.
The amendment also requires that where a company is regulated by a sectoral regulator such as the RBI, SEBI, IRDAI, or PFRDA, the notice inviting objections must be issued to the regulator and to the stock exchanges for listed companies.
The Ninety Per Cent Hurdle
The ninety per cent shareholder and creditor approval requirement is the most significant practical hurdle. A company with a dispersed shareholding may find it difficult to obtain ninety per cent of the total number of shares, as distinct from ninety per cent of the votes cast at a meeting. The requirement is computed on the total number of shares, not on the shares present and voting, and it is a higher threshold than the three-fourths threshold under the NCLT route.
The 2025 expansion has made the fast-track route available to a much larger universe of companies. But the ninety per cent hurdle remains the gatekeeper, and a company that cannot secure the threshold must use the NCLT route.
Call to Action
Anuj Desai & Associates advises companies on fast-track merger eligibility and procedure—from the classification of the companies and the ninety per cent approval strategy to the ROC and OL notices, the declaration of solvency, and the Regional Director's approval. If you are considering a fast-track merger, we can help you assess eligibility and navigate the process.
📧 office@anujdesaiassociates.com
📞 9619456656
🌐 https://anujdesaiassociates.com
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