Secretarial Insights

October 2025

Index

1	Introduction
2	Fast-Track Merger: Section 233 of the Companies Act, 2013
3	Key Features of the Section 233 Process
4	The 2025 Amendment Rules: Key Highlights
5	Significance of the Amendment
6	Conclusion
7	About Us
8	Our Team

Fast-Track Mergers under the Companies Act, 2013 and the 2025 Amendment Rules

Dear Reader,

The Company Secretary Team at UJA is pleased to share a brief insight on the Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025.

This article highlights the recent notification issued by the Ministry of Corporate Affairs on 4th September 2025, which amends the framework under Section 233 of the Companies Act, 2013 relating to fast-track mergers. The update expands the scope of eligible companies, introduces mandatory auditor certification, strengthens regulatory involvement and prescribes revised statutory forms for smoother implementation of mergers, amalgamations and transfers.

Key aspects discussed include the simplified process under Section 233, the widened applicability to group and cross-border structures, stricter filing timelines and the extension of provisions to divisions and transfers of undertakings. The article also emphasizes the significance of these amendments in balancing ease of doing business with stakeholder protection.

We hope you find this update useful in enhancing your understanding of recent corporate law developments. For feedback or topic suggestions, please write to us at cs@uja.in.

Introduction

The Companies Act, 2013 revolutionized corporate restructuring in India by introducing a Fast Track Merger (FTM) route under Section 233. This process was designed to provide small companies and group entities with a quicker, cost-effective alternative to the traditional merger route under Section 232, which requires National Company Law Tribunal (NCLT) approval.

On 4th September 2025, the Ministry of Corporate Affairs (MCA) further streamlined this framework by notifying the Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025. These amendments expand the scope of fast-track mergers and strengthen regulatory oversight.

Fast-Track Merger: Section 233 of the Companies Act, 2013

Eligible Companies

The fast-track route is available to:

Two or more small companies (Section 2(85)),
Holding company and its wholly owned subsidiary

Key Features of the Section 233 Process

Board Approval – Both companies must first approve the draft scheme of merger.
Notice to Regulators – The scheme must be sent to the Registrar of Companies (RoC), Official Liquidator and sectoral regulators such as SEBI, IRDAI etc (if applicable) for objections/suggestions.
Declaration of Solvency – Directors of both companies must file a declaration of solvency in Form CAA.10 with the RoC.
Approval by Members and Creditors –
- Members: approval by 90% of the total number of shareholders.
- Creditors: approval by 9/10th in value of creditors.
Filing with Central Government – After approvals, the transferee company files the scheme with the Central Government (Regional Director).
Confirmation Order – If no objections remain, the scheme is registered and takes effect without approaching the NCLT.
Transfer of Legal Proceedings – Any ongoing proceedings by/ against the transferor company continue against the transferee.
This avoids lengthy NCLT proceedings, ensuring time and cost savings.

The 2025 Amendment Rules: Key Highlights

The Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025 bring important changes to Rule 25 of the 2016 Rules:

Notice of Scheme (Form CAA.9)

Mandatory to issue notice to sectoral regulators (RBI, SEBI, IRDAI, PFRDA) and stock exchanges (for listed companies) in addition to RoC and Official Liquidator.

Additional Classes of Companies Covered

The amendment extends fast-track merger eligibility to:

Unlisted companies (not being Section 8 companies) with:
- Aggregate borrowings not exceeding ₹200 crores and
- No loan/ debenture/ deposit defaults (requires auditor certification in Form CAA.10A).
Holding and subsidiary companies (listed or unlisted), subject to conditions.
Subsidiaries of the same holding company (if transferor is unlisted).
Foreign holding companies merging with their Indian wholly owned subsidiaries.

Stricter Timelines

The transferee company must file the scheme with the Central Government within 15 days of member and creditor approvals, in Form CAA 11.

Schemes of Division and Transfer

A new sub-rule clarifies that fast-track provisions apply mutatis mutandis to division or transfer of undertakings under Section 232(1)(b).

Updated Forms

The amendment substitutes the earlier formats with updated versions of:
Form CAA 9 – Notice of scheme,
Form CAA10 – Declaration of solvency,
Form CAA10A – Auditor’s certificate,
Form CAA11 – Filing of approved scheme,
Form CAA12 – Confirmation order.

Significance of the Amendment

Broader Applicability – More companies, including certain unlisted and cross-border mergers, can now use the fast-track route.

Enhanced Safeguards – Auditor certification and regulator involvement prevent misuse.

Efficiency & Cost Savings – Avoids NCLT intervention, making restructuring quicker.

Clarity – Explicit coverage of divisions and transfers eliminates ambiguity.

Conclusion

The fast-track merger under Section 233 is a key innovation of the Companies Act, 2013, offering a simplified restructuring route. The 2025 Amendment Rules expand its scope to cover more corporate combinations while ensuring transparency through regulatory oversight and auditor checks.

Together, these reforms strike a balance between ease of doing business and stakeholder protection, making India’s corporate merger framework more robust and business-friendly.

About UJA

UJA Global Company Secretary team specializes in offering a wide range of corporate compliance and governance solutions, ensuring seamless regulatory adherence for businesses of all sizes.

Our Comprehensive Services Include:

Corporate Compliance & Secretarial Services
Regulatory Filings & Annual Compliance Management
Drafting & Reviewing Board Resolutions & Policies
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Shareholder Agreements & Corporate Structuring
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UJA Global supports businesses in navigating the complexities of corporate laws, regulatory frameworks and compliance mandates across various jurisdictions. With operations spanning France, Germany, Japan, Spain and more, we help companies ensure seamless corporate governance and risk management.