- More
- Back
Derailments on the Fast Track: Hits and Misses in the 2025 Amendments to Merger Rules September 22, 2025
Published in: Articles
DISCLAIMER: The material contained in this publication is solely for information and general guidance and not for advertising or soliciting. The information provided does not constitute professional advice that may be required before acting on any matter. While every care has been taken in the preparation of this publication to ensure its accuracy, Vaish Associates Advocates neither assumes responsibility for any errors, which despite all precautions, may be found herein nor accepts any liability, and disclaims all responsibility, for any kind of loss or damage arising on account of anyone acting / refraining to act by placing reliance upon the information contained in this publication.
Section 233 of the Companies Act, 2013 (the “Act”) introduced the concept of fast-track mergers (“FTMs”) to provide a simplified and expedited restructuring framework for certain classes of companies. The mechanism was intended to reduce reliance on the National Company Law Tribunal (“NCLT”) by vesting approval powers primarily with the Regional Director (“RD”). This mechanism finds its roots in the J.J. Irani Committee Report of 2005 on Company Law, which suggested a less stringent framework for mergers among associated companies, private companies or companies where no public interest is involved.
The recent Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025[1] (the “Amended Rules”) have broadened the scope of eligible entities for FTMs and have revamped certain compliances. The following classes of companies have been additionally included in the enhanced scope of eligible entities for FTMs, with certain specific applicable conditions for each of them: (i) holding company and its subsidiary company(ies); (ii) 2 or more unlisted companies; (iii) 2 or more fellow subsidiary companies; and (iv) reverse cross border merger involving a wholly owned subsidiary of a foreign company. The revamped compliances include: (i) requirement of notifying stock exchanges for listed companies and other applicable sectoral regulators for all companies; (ii) mandatory filing of scheme with the RD within 15 days of its passing in the board meeting; (iii) revision of format of forms CAA-9 to CAA 12; and (iv) clarification with regard to the mutatis mutandis applicability of the Amended Rules in cases of schemes of division or transfer of undertakings.
While the Amended Rules are a step in the right direction, they leave certain critical issues unaddressed. This article provides a critique of such issues persisting in the implementation of mergers and demergers under the FTM route.
Click on Download PDF to read the complete article.
Authors of the Article:
Mr. Saheb Singh Chadha
Associate Partner
and
Mr. Akshay Chugh
Associate
The views expressed above are personal and do not represent those of Vaish Associates Advocates. They do not constitute legal advice.
If you have any questions regarding this article or any other aspects of law, please write to [email protected].
DOWNLOAD PDF FILE
