India widens fast-track mergers to unlisted companies with up to ₹200 crore of debt
India's Ministry of Corporate Affairs amended the merger rules in September 2025 to open the fast-track route under section 233 of the Companies Act to unlisted companies with borrowings of no more than ₹200 crore and no defaults. Holding-subsidiary mergers where the transferor is unlisted, and mergers between fellow subsidiaries, are also covered. The route avoids the National Company Law Tribunal.
The Ministry of Corporate Affairs (MCA) notified the Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025 on 4 September 2025, amending rule 25. The changes took effect on 8 September 2025, after a draft in April 2025 had proposed a lower ₹50 crore debt cap.
What changed
- Unlisted companies: two or more unlisted companies (other than section 8 companies) can merge through the fast-track route if each has outstanding loans, debentures and deposits of no more than ₹200 crore and no default on them. An auditor's certificate confirms this.
- Holding and subsidiary: a holding company can merge with a subsidiary (not only a wholly owned one) where the transferor is unlisted.
- Fellow subsidiaries of the same holding company can merge where the transferors are unlisted.
- Sectoral regulators such as the RBI, SEBI, IRDAI or PFRDA must be notified for their views.
- The fast-track route is approved by the Central Government (Regional Director) instead of the National Company Law Tribunal, and is usually much quicker.
Who is affected
Indian groups planning internal restructurings, and their company secretaries.
Later developments
The Corporate Laws (Amendment) Bill 2026 would lower the member and creditor approval thresholds for fast-track mergers. See our March 2026 coverage.