The amendments expand the ambit of fast-track mergers under Section 233 of the Companies Act. It is intended to ease restructuring, reduce dependence on the National Company Law Tribunal (NCLT), and shift simpler schemes to an administrative route through the Regional Director (RD). It widen eligibility for the fast-track route. Besides small companies and wholly-owned subsidiaries, unlisted companies with debt not exceeding ₹200 crore and no repayment default may now use this process, subject to auditor certification (Form CAA-10A). Mergers between holding and subsidiary companies, whether listed or unlisted, are also permitted, except where the transferor is listed. Fellow subsidiaries under a common holding company are now eligible, provided the transferors are unlisted. Finally, inbound cross-border mergers are expressly included, enabling a foreign holding company to merge into its Indian wholly owned subsidiary.
— The procedural framework has also been strengthened. Companies regulated by RBI, SEBI, IRDAI, or PFRDA must now serve notices of the scheme in Form CAA 9 to the relevant regulator, and listed companies must notify stock exchanges. Objections or comments received from these bodies must be addressed and disclosed when the scheme is filed before the RD. The transferee company is required to file the approved scheme, together with Form CAA 11, within fifteen days of the conclusion of members’ and creditors’ meetings. A notable change is the extension of the fast-track process to schemes of division or transfer of undertakings, which broadens the mechanism beyond amalgamations.