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Fast Track Merger Section 233 | RD Route Merger, Mumbai
Group Restructuring

Fast Track Merger
Section 233 After the 2025 Expansion

Merge group companies without the NCLT under Section 233. Expanded eligibility since September 2025 now covers unlisted companies with borrowings under Rs 200 crore, listed-unlisted subsidiary mergers, and fellow subsidiaries.

Part of our restructuring practice: Merger & Amalgamation NCLT Company Law Matters Valuation & Restructuring Registered Valuer

Overview

What Is a Fast Track Merger?

For most of the last decade, a group wanting to merge two of its own companies faced the same process as two unrelated listed groups combining: a Tribunal petition, meetings of every class of member and creditor, notice to eight authorities, and twelve to eighteen months. For an internal reorganisation with a single shareholder on both sides, that was a great deal of process to establish something nobody disputed.

Section 233 was the answer, and until recently it was too narrow to be much use. The Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025, notified in September 2025, changed that substantially — a large proportion of intra-group mergers that would have required a Tribunal petition two years ago no longer do.

A fast track merger is an amalgamation carried out under Section 233 of the Companies Act, 2013 read with Rule 25 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. It is approved by the Central Government, acting through the Regional Director, instead of the National Company Law Tribunal. The substantive protections remain — members and creditors still approve, at higher thresholds than a Tribunal scheme requires (90% of shares, 9/10ths of creditors by value). What is removed is the judicial process itself.

N D Savla & Associates advises groups across Mumbai, Navi Mumbai, Thane and Goa on fast track mergers. We test eligibility against the amended rules, structure the scheme, prepare the valuation and solvency declarations, run the member and creditor approvals, and take the application through the Regional Director. Where the route is not available, we say so early and move to the Tribunal scheme without losing months.

Eligibility

Who Is Eligible After the 2025 Amendment?

This is the question that determines the entire timetable, and the answer changed materially in September 2025. The borrowing threshold is the provision doing the most work in practice — an unlisted company with total borrowings below Rs 200 crore and no subsisting default can now merge through the Regional Director route regardless of whether it is small, a startup, or part of a group.

Eligible CombinationStatus
Two or more small companiesAvailable since the original Section 233
Holding company and its wholly owned subsidiaryAvailable since the original Section 233
Two or more start-ups, or a start-up with a small companyAdded by amendment in 2021
Unlisted companies (other than Sec. 8) with borrowings below Rs 200 crore, no defaultAdded by the 2025 Amendment Rules
Listed holding company merging with an unlisted subsidiaryAdded by the 2025 Amendment Rules
Holding company merging with a partially owned subsidiaryAdded by the 2025 Amendment Rules
Fellow subsidiaries of the same holding companyAdded by the 2025 Amendment Rules
Division or transfer of an undertaking (demerger)Expressly brought within scope by the 2025 Amendment Rules

Where It Fits Best

Where Does the Fast Track Route Fit Best?

Group Simplification & Cleanup

Merging fellow subsidiaries or absorbing partially owned subsidiaries into a parent — both newly available since September 2025 — removes annual compliance overhead without a Tribunal process.

Startups Consolidating After Funding

Investors require consolidation before a priced round. The 60-day statutory timeline at the Regional Director stage fits a funding timetable in a way a Tribunal scheme does not.

Mid-Sized Unlisted Companies

The segment the borrowing threshold was designed for. Companies that assessed this question before September 2025 and concluded the route was unavailable should reassess.

Listed Groups Absorbing Unlisted Subsidiaries

Newly within scope. Listing and disclosure obligations continue to apply to the listed entity, so exchange requirements and post-listing compliance must be planned into the timetable.

Our Services

How Does a Fast Track Merger Work — Step by Step?

01

Confirm Eligibility Against the Amended Rule 25

Check the category, and for the borrowing-based limb confirm both that total borrowings are below Rs 200 crore and no default subsists. Where eligibility is marginal, resolve it before drafting — a scheme filed on the wrong footing converts into a Tribunal process having already consumed months.
02

Structure the Scheme & Fix the Share Exchange Ratio

Where a wholly owned subsidiary merges into its parent, no shares are issued and the ratio question falls away. Otherwise a registered valuer report should support the ratio, particularly where minority shareholders exist.
03

Pass Board Resolutions Approving the Scheme

Each company's board approves the draft scheme, the declaration of solvency, and the convening of the general meeting. A certified board resolution is an attachment at several stages of the process.
04

Issue Notice of the Scheme in Form CAA-9

Notice of the proposed scheme goes to the Registrar of Companies and the Official Liquidator, inviting objections and suggestions within 30 days, running in parallel with preparation for member and creditor approvals.
Form CAA-9
05

File the Declaration of Solvency in Form CAA-10

Each company files a declaration of solvency before convening the meeting of members or creditors — a substantive statement by the directors that should be supported by current financial information rather than signed as a formality.
Form CAA-10
06

Obtain Member & Creditor Approval

Members holding at least 90% of shares approve by special resolution. Creditors representing nine-tenths in value approve at a meeting on 21 days' notice, or by written consent — usually faster for closely held groups.
07

File the Application in Form CAA-11

Filed with the transferee company's Regional Director within the prescribed period, now 15 days, with copies to the Registrar and Official Liquidator, accompanied by the scheme, approvals, declarations, auditor certification and objection responses.
Form CAA-11 · 15-day filing window
08

Obtain Confirmation & Implement

Where no objection is sustained, the Regional Director issues a confirmation order in Form CAA-12, filed with the Registrar in Form INC-28. The transferor company then stands dissolved without winding up, and implementation follows.
Where the Regional Director considers the scheme contrary to public interest or the interest of creditors, or receives a substantial objection, Section 233(5) requires the matter be referred to the Tribunal under Section 232. Resolve any existing creditor disputes before the CAA-9 notice issues.

Why N D Savla & Associates

Why Choose N D Savla & Associates for Fast Track Mergers?

We reassess eligibility under current rules

The September 2025 amendment brought a large number of companies into scope that were previously outside it. Testing eligibility against the amended Rule 25 is the first thing we do.

Valuation and scheme drafting in one practice

The share exchange ratio and the valuation that supports it are prepared alongside the scheme, so documents are consistent and auditor certification is met without a second round.

Creditor consent handled properly

The nine-tenths threshold is higher than a Tribunal scheme requires. We identify creditors likely to object before the notice issues, not after.

A realistic view of when it won't work

Where a creditor dispute exists or borrowings are close to the threshold, the route converts to a Tribunal process. We give a straight assessment at the outset.

Six offices across Maharashtra and Goa

Andheri, Charni Road, Vashi, Thane, New Panvel and Panaji. Fast track mergers need documents from every company involved, rarely all in one city.

Broader Practice

Our Broader Restructuring & Corporate Law Services

Merger, Amalgamation & RestructuringFull-scale Tribunal schemes where fast track isn't available.
NCLT Company Law MattersWhere an objection converts the scheme into a Tribunal process.
Valuation & RestructuringShare exchange ratio and structuring advisory.
Registered Valuer ServicesIndependent valuation reports supporting the scheme.
Business ValuationEntity-level valuation for the merging companies.
Due Diligence SupportPre-merger financial and legal diligence.
Certified Board ResolutionBoard approvals required at every stage of the scheme.
Private Limited Company RegistrationFor new entities formed as part of a restructuring.

Frequently Asked Questions

Common Questions on Fast Track Mergers

Which companies can now use the fast track merger route?
The Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025, notified in September 2025, substantially widened eligibility. It now covers unlisted companies other than Section 8 companies where borrowings are below Rs 200 crore with no subsisting default, a listed holding company merging with an unlisted subsidiary, a holding company merging with a partially owned subsidiary, and fellow subsidiaries of the same holding company. Demergers and transfers of a division are expressly within scope.
How long does a fast track merger take compared with an NCLT scheme?
The statutory framework contemplates around sixty days for the Regional Director stage once the application is filed, against twelve to eighteen months for a Tribunal scheme. Adding board and member approvals, notice periods and the objection window, a realistic end-to-end expectation is four to six months.
What approvals are needed for a fast track merger?
Members holding at least ninety per cent of shares must approve the scheme in general meeting, and creditors representing nine-tenths in value must approve, either in a meeting or by written consent. Notice must be given to the Registrar of Companies and the Official Liquidator, who have thirty days to object. A declaration of solvency must be filed by each company, with approval granted by the Regional Director.
What happens if the Registrar or Official Liquidator objects?
Under Section 233(5), where the Regional Director considers the scheme not in the public interest or the interest of creditors, or receives a substantial objection, the matter is referred to the National Company Law Tribunal under Section 232. Courts have held that the Regional Director's role is administrative and supervisory rather than adjudicatory.
Do we still need a valuation for a fast track merger?
Yes, in substance. The share exchange ratio has to be determined on a defensible basis, and the 2025 amendment introduced mandatory auditor certification requirements. Where the merger is between a holding company and a wholly owned subsidiary the ratio question falls away, but for every other structure a registered valuer report is both expected and prudent.

Planning a group merger this year?

Talk to our restructuring team — eligibility testing, scheme drafting, valuation, and the full Regional Director application under one roof.

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