Fast-Track Merger under Section 233

Section 233 of the Companies Act, 2013 and Rule 25 of the Compromises, Arrangements and Amalgamations Rules allow a fast-track merger between:

• Small companies and startups, with each other or with each other’s class;
• A holding company and its subsidiary, and — since the 4 September 2025 amendment — fellow subsidiaries, where the transferor is not listed;
• Unlisted companies (other than section 8 companies) with outstanding loans, debentures and deposits of up to ₹200 crore and no default in repayment.

The steps are:

• Notice of the scheme to the ROC and Official Liquidator, who have 30 days to object.
• Approval by members holding at least 90% of shares and by creditors holding nine-tenths in value.
• Filing of the scheme with the Regional Director, who confirms it within 60 days or it is deemed approved; if there are objections, the Regional Director may refer it to the NCLT.

Since 2024, a foreign holding company can also merge into its Indian wholly owned subsidiary through this route, with RBI approval.

Based on section 233 of the Companies Act, 2013 and Rules 25 and 25A of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, as amended in 2024 and 2025. Last updated: 27 September 2026.