Review Articles of Association
Both companies check that their AOA permit the merger; if not, they are altered first by special resolution.
Section 233 · Companies Act, 2013
Fast Track Merger, without the NCLT route
A simplified, cost-effective way to amalgamate small companies and holding-subsidiary entities under Section 233 of the Companies Act, 2013 — confirmed by the Regional Director instead of the National Company Law Tribunal. We manage the whole path, from the draft scheme through to the INC-28 filing.
Small Company Merger
Holding–Subsidiary
No NCLT
No Court Meeting
CAA Rules 2016
CAA-10 · GNL-1 · INC-28
§233Governing section
30Day objection window
90%Member & creditor consent
RDRegional Director confirms
Who Can Use It
Is your merger eligible?
Section 233 is reserved for specific categories of companies, which is exactly what keeps it fast.
Two or more small companies
Amalgamation between small companies as defined under the Companies Act, 2013.
Holding & wholly-owned subsidiary
A holding company merging with its wholly-owned subsidiary company.
Eligible start-ups
Start-up companies, and other classes notified from time to time, may also qualify.
The route is not available where an inquiry, inspection or investigation is pending against a company involved in the scheme.
Why Fast Track
Section 233 vs the regular NCLT merger
The same commercial outcome, reached through a lighter, quicker statutory path.
Fast Track · Section 233
Fast Track Merger
Small companies & holding-subsidiary entities
- Confirmed by the Regional Director — no tribunal
- No court-convened members' or creditors' meeting
- No public advertisement inviting objections
- Fewer filings and lower cost overall
- Typically faster — around 60–120 days
Regular Merger
NCLT route under Sections 230–232
- Requires NCLT approval of the scheme
- Tribunal-convened meetings of members and creditors
- Public advertisement and wider notices required
- More filings and higher cost
- Generally a longer timeline
The Process
Nine steps, scheme to final order
A structured route from AOA review to filing the Regional Director's order in Form INC-28.
Prepare the draft scheme
A joint draft scheme is prepared, with the share exchange ratio assessed by two or more registered valuers.
Convene board meeting
The board approves the scheme, authorises signatories and obtains the statement of assets and liabilities with the auditor's report.
Notice & solvency declaration
Notice inviting objections is issued (30 days), a declaration of solvency is filed in Form CAA-10, and the meeting notice is sent 21 clear days ahead.
Approval from creditors
A creditors' meeting is convened and written authorisation is obtained from the creditors of both companies.
Member consent
Members holding at least 90% of total shares approve the scheme at a general meeting — a threshold requiring strict compliance.
File the draft scheme
Within seven days the scheme is filed with the Regional Director, the ROC (Form GNL-1) and the Official Liquidator.
Regional Director approval
If no objections arise, RoC approval is presumed and the RD confirms the scheme, referring it to the NCLT only if not in the public interest.
File the approved scheme
The RD's order is filed in Form INC-28 within 30 days; the merger becomes effective and the transferor company stands dissolved.
What We Handle
End-to-end merger support
A single team of Company Secretaries, valuers and legal support carrying the scheme from draft to confirmation.
Scheme drafting
A comprehensive merger scheme prepared in line with Section 233 and the CAA Rules, 2016.
Exchange ratio valuation
Independent valuation by two or more registered valuers to support the fairness of the scheme.
MCA form filing
Preparation and filing of CAA-10, GNL-1 and INC-28, managed end to end.
ROC communication
Full liaison with the Registrar, including handling the objection window.
RD approval support
Submission to the Regional Director, follow-up, and management of the confirmation order.
Post-merger compliance
Transferor dissolution, asset-transfer documentation and ongoing compliance.
Paperwork
Documents required
All filings are submitted electronically on the MCA portal — we manage the full workflow.
Scheme & corporate
Scheme & constitution
- Draft scheme of merger / amalgamation
- MoA and AoA of both companies
- Certificate of Incorporation
- Board resolution approving the scheme
- Member resolution (90% threshold)
Financial & valuation
Financials & valuation
- Latest audited financial statements
- Statement of assets and liabilities
- Auditor's report on assets & liabilities
- Valuation report by two or more valuers
- Statement of the scheme's material details
Statutory forms (MCA)
Forms & notices
- Form CAA-10 — declaration of solvency
- Form GNL-1 — scheme filed with ROC
- Form INC-28 — RD's order filed with ROC
- Notice to the ROC and Official Liquidator
- Meeting notice to members (21 days prior)
Director / KYC
Director documents
- PAN of all directors
- Aadhaar / passport as identity proof
- Digital Signature Certificate (DSC)
- Address proof of directors
- Written consent from directors
Let's Talk
Planning a fast track merger?
Talk to our Company Secretaries for a confidential, no-obligation view on eligibility, the scheme and the likely timeline.
Book Free Consultation
Good to Know
Frequently asked questions
Who is eligible for a Section 233 fast track merger?
It is available for two or more small companies, for a holding company merging with its wholly-owned subsidiary, and for certain start-up companies. It cannot be used where an inquiry, inspection or investigation is pending against a company in the scheme.
How long does a fast track merger take?
Typically about 60 to 120 days, from drafting the scheme to filing Form INC-28, depending on the Regional Director's processing time.
Is NCLT approval required?
No. A fast track merger under Section 233 does not require NCLT approval — the scheme is confirmed by the Regional Director, which makes the route faster and more cost-effective than a regular merger.
What documents are required?
The draft scheme, the MoA and AoA of both companies, audited financial statements, a valuation report by two or more registered valuers, and MCA forms CAA-10, GNL-1 and INC-28.
What member and creditor approval is needed?
The scheme must be approved by members holding at least 90% of the total number of shares, and by creditors representing 90% in value.