| S. No | Time Period | Particulars |
| Convene the Board Meeting for approval of fast-track merger and draft scheme of merger. | ||
| Form CAA-9 (Within 30 days by both the transferor and transferee) | Send notice of the proposed Scheme for inviting Objections or Suggestion to be sent to: ROC in form GNL-1.Official Liquidator Persons affecting by the scheme | |
| Form CAA-10 (To be notarized) to be submitted by both the transferor and the transferee [in form GNL-2] | Declaration of solvency shall be filed along with following attachments: Copy of Board ResolutionStatement of Assets and LiabilitiesAuditor report on the Statement of Assets and Liabilities | |
| Convene General Meeting of members where the notice is sent along with the following documents: Scheme as per section 230(3) of the act along with valuation report Declaration of solvency in Form CAA-10. Copy of the Scheme The scheme by approved by at least 90% of the total number of shares. | ||
| At least 21 days | Convene meeting of creditors or class of creditors by giving them 21 days’ notice along with the following documents: Statement as per Section 230(3) of the act including the valuation report Copy of scheme as approved by members Declaration of Solvency The scheme is to be approved by 9/10th of the value of creditors. Note: Calling of meeting of creditors can be avoided if 90% or 9/10th in value of creditors approve the scheme of merger in writing. | |
| Within 7 days of conclusion of meeting of members or creditors file form CAA-11 | The transferee company shall file the copy of approved scheme along with report of result of each of the meeting with: Central Government i.e. Regional DirectorROC in form GNL-1 Official Liquidator (by hand delivery, speed post or registered post) | |
| Form CAA-12 (approval of scheme by RD) | Where no objection is received by the RD, from the ROC or Official Liquidator, the RD shall approve the scheme and pass confirmation order after 30 days of giving notice by the transferee to ROC and OL. | |
| Form CAA-13 (Approval of scheme by tribunal) | In case objection is received from ROC or OL, or if the RD is of the opinion that the scheme is not in the public interest, it may file application with NCLT within 60 days to consider the scheme under Section 232. | |
| Form INC-28 | Once the scheme is approved by the RD, the company shall file confirmation order with ROC within 30 days of such approval. |
APPLICABILITY OF FAST TRACK MERGER:
Section 233. Merger or amalgamation of certain companies read with Rule 25- Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
Fast-Track merger is applicable on following companies
Further the definition of Small Companies has been revised w.e.f. September, 2022, which are as follows:
A small company shall be a company, having-
Further, it was inserted through Companies (Compromises, Arrangements and Amalgamation) Amendment Rules, 2021 effective from 01st February, 2021:
A scheme of merger or amalgamation under Section 233 of the Act, may be entered into between any of the following companies namely:
Here, the Start-up Company shall be a company, if
EXCLUSIONS:
Following companies are excluded from the applicability of Fast Track merger:
Notice to the RoC should be in Form CAA 9 and have the following attachments:
The declaration of solvency in Form CAA 10 shall be accompanied by the following:
