๐Ÿ“ž 9819000640 | 9819000445 | 9167058000 โœ‰๏ธ beyontecomplaince.in
Fast Track Merger under Section 233 | Beyonte Compliance
Business Services ยท Corporate Restructuring

Fast Track Merger

Merge small companies or a holding company with its wholly owned subsidiary through the fast track route under Section 233 โ€” without NCLT, using CAA-2016 filing with the ROC and Central Government.

  • โšก Fast Track Merger
  • ๐Ÿ“„ Section 233
  • ๐Ÿข CAA-2016 Filing
  • โœ… No NCLT Required
  • ๐Ÿ“ฌ ROC Approval
โšก

Merge companies through the fast track route

Share the company details. We assess eligibility, draft the scheme and file with the ROC and Central Government.

Talk to a CS →
What We Handle

A complete fast track merger package

๐Ÿ“‹

Eligibility Assessment

Confirmation that the merger qualifies under Section 233 โ€” small companies or holding-subsidiary structure.

๐Ÿ“

Scheme of Merger

Drafting of the merger scheme โ€” share exchange ratio (if applicable), appointed date and merger terms.

๐Ÿ“„

CAA-2016 Notification

Form CAA-2016 filed with the ROC โ€” notice to shareholders, creditors and the Registrar.

๐Ÿ‘ฅ

Creditor & Shareholder Approval

90% shareholder approval (by value) and approval of majority of creditors required.

๐Ÿข

OL Objection Period

30-day window for the Official Liquidator and ROC to raise objections to the scheme.

๐Ÿ”€

Central Government Approval

If no objections, Central Government (MCA) confirms the scheme and the merger becomes effective.

Key Requirements

What is needed for fast track merger

Section 233 โ€” Eligible Companies

Fast track merger is available only for mergers between two small companies, or between a holding company and its wholly owned subsidiary.

No NCLT Required

Unlike a regular merger, fast track mergers do not go through NCLT โ€” the ROC and Central Government approve.

90% Shareholder Approval

At least 90% of the total number of shareholders (by value) must approve the scheme in writing or at a meeting.

Creditor Approval Required

Majority in value of creditors must approve the scheme โ€” objections can be raised within 30 days.

30-Day Objection Period

After filing, a 30-day window is given for the OL and ROC to file objections โ€” if none, MCA confirms.

Faster Than Regular Merger

Fast track mergers are typically completed in 3โ€“5 months โ€” significantly faster than the regular NCLT route.

ℹ️

Fast track merger is only available for small companies and holding-subsidiary pairs. A small company is one with paid-up capital not exceeding Rs 4 crore AND turnover not exceeding Rs 40 crore. Companies that do not meet this threshold must use the regular Section 230โ€“232 NCLT route.

Common Pitfalls

Common issues with fast track merger

Companies not eligibleMerger attempted under Section 233 for companies that don't qualify โ€” must use NCLT route instead.
90% shareholder approval not obtainedScheme fails without 90% approval โ€” must be renegotiated or converted to regular merger.
CAA-2016 form errorsErrors in the form or missing attachments cause ROC to return the filing โ€” delays the process.
Creditor objections not addressedCreditor objections raised during the 30-day window and not resolved โ€” scheme cannot be confirmed.
Appointed date issuesAppointed date set incorrectly โ€” creates accounting and tax complications.
Post-merger filings missedTransferor company not struck off and transferee's MCA records not updated โ€” residual compliance gaps.
How It Works

Simple steps, no surprises

1

Eligibility confirmed

Both companies verified as small companies or holding-wholly owned subsidiary โ€” fast track route confirmed.

2

Scheme drafted and approved

Merger scheme drafted, 90% shareholder approval and creditor approval obtained.

3

CAA-2016 filed with ROC

Form CAA-2016 filed with the ROC โ€” 30-day objection period begins.

4

Central Government confirmation

No objections raised โ€” MCA confirms the scheme โ€” merger effective, post-merger filings completed.

FAQ

Frequently asked questions

A fast track merger under Section 233 of the Companies Act 2013 is a simplified merger process available for mergers between two small companies, or between a holding company and its wholly owned subsidiary โ€” without requiring NCLT approval.

A small company is defined as one with paid-up share capital not exceeding Rs 4 crore AND turnover not exceeding Rs 40 crore in the preceding financial year. Both companies in the merger must qualify as small companies, or the merger must be between a holding company and its wholly owned subsidiary.

A fast track merger typically takes 3โ€“5 months โ€” significantly faster than a regular merger through NCLT which can take 6โ€“12 months.

Form CAA-2016 is the application filed with the ROC to initiate the fast track merger process. It includes the scheme of merger, shareholder approval, creditor NOC and financial statements of both companies.

No. Fast track mergers under Section 233 do not require NCLT approval. The scheme is approved by the ROC and confirmed by the Central Government (MCA). The Official Liquidator and the ROC have a 30-day window to raise objections.

Eligible for a fast track merger under Section 233?

We assess eligibility, draft the scheme, file CAA-2016 and handle the complete merger process.