Merger Made Easy Without NCLT: A Guide to Fast Track Merger Under Section 233
Corporate restructuring in India doesn’t always have to mean long tribunal proceedings. For a specific set of companies, the Fast Track Merger (“FTM”) route offers a quicker, simpler way to merge without ever going near the National Company Law Tribunal (NCLT).
The Fast Track Merger route is available under Section 233 of the Companies Act, 2013, and lets eligible companies get their merger scheme approved by the Regional Director instead of the NCLT.
What Is a Fast Track Merger?
The Fast Track Merger concept was introduced under Section 233 of the Companies Act, 2013 to allow certain classes of companies to obtain approval for merger and amalgamation schemes from the Regional Director (RD), Ministry of Corporate Affairs instead of the NCLT in a time-bound manner.
The companies originally eligible under this route included:
- Two or more small companies
- A holding company and its wholly-owned subsidiary company
- Two or more start-up companies
- One or more unlisted companies (excluding Section 8 companies)
Over the years, the corporate restructuring framework in India has undergone continuous liberalization, with the fast-track merger route being widened and the burden on an already overburdened NCLT being eased.
Who Can Use the Fast Track Merger Route Today?
Regulatory Update: Vide Notification dated 4th September, 2025, the Ministry of Corporate Affairs notified the Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025, further widening the scope of companies eligible for the Fast Track Merger route under Section 233.
With this amendment, the following classes of companies are now eligible to file a scheme under the Fast Track Merger:
- Two or more small companies
- A holding company and its wholly-owned subsidiary company
- Two or more start-up companies
- One or more start-up company with one or more small company
- One or more unlisted company (not being a Section 8 company) with one or more unlisted company (not being a Section 8 company) subject to two conditions:
- The companies involved must have, in aggregate, outstanding loans, debentures, or deposits not exceeding ₹200 crore
- There must be no default in repayment of loans, debentures, or deposits on a day not more than thirty days before the date of the merger notice under Section 233(1)(a), and on the date of filing the scheme under Section 233(2)
In short the eligibility net for a merger without NCLT keeps getting wider, making this route more accessible for a growing number of companies each year.
Why Choose Fast Track Merger Over the NCLT Route?
A Fast Track Merger under Section 233 stands apart from the regular merger process under Sections 230–232, which requires NCLT approval. The FTM route is generally preferred because it is:
- Faster – approvals come from the Regional Director in a time-bound process
- Simpler – fewer procedural formalities compared to tribunal-driven mergers
- Cost-effective – lower professional and litigation costs
- Less burdensome on the system – it keeps eligible mergers away from an overloaded NCLT
We, M/s. Senthil & Associates, Company Secretaries, provide professional merger and amalgamation services in Chennai, assisting companies in achieving their corporate goals through the Fast Track Merger route. Our support covers checking eligibility, preparing the merger scheme, and coordinating with the Registrar of Companies, the Official Liquidator, and the Regional Director until the scheme is approved.
If your company qualifies as a small company, a start-up, a wholly-owned subsidiary, or an eligible unlisted company, a Fast Track Merger under Section 233 could save you significant time, cost, and procedural effort compared to the NCLT route.
Get in touch with Senthil & Associates for merger services in Chennai and to evaluate whether your company qualifies for a Fast Track Merger. Our team can assist and guide you through the process from eligibility assessment to final approval.
