Overview of Fast Track Merger

S. No. Steps Forms to be filed

1. Check whether the Transferor and Transferee company

authorized by Articles of Association of the Company.
Check MOA of both the companies- Merger is
permissible as per object clause of MOA of both the
companies.

2. Appointed Date to be decided by Board of Directors on

mutual consent.

3. Drafting the scheme of Merger.

4. Both the transferor and transferee companies shall

send notice of Board Meeting (at least 7 days before the
date of board meeting).

5. Both the transferor and transferee companies shall

Conduct their respective Board Meeting
1. To Consider Scheme of Merger.
2. To authorize someone to do all acts and things as may
be considered necessary and expedient in relation
thereto.

6. Both the Transferor and Transferee companies shall
file Notice of proposed scheme in Form CAA-9 with
Registrar, OL or person affected by the scheme to invite
their objections & suggestions.
(Receipt of Objections & suggestions if any from
registrar, Official Liquidator or person affected by the
scheme within 30 days from date of filing the notice)
· E Form GNL-1 to be filed with
ROC for filing form CAA-9 along
with draft scheme of merger.(Both
the companies) Form CAA-9 along
with draft scheme of merger to be
given to OL through hand delivery
or by post.( Both the companies)

7. Both the transferor and transferee companies shall file · E- Form GNL-2 to be filed with
Declaration of solvency in Form CAA-10 with ROC ROC for filing Form CAA-9 ( Both
the companies)

8. Both the transferor and transferee companies shall

Dispatch the Notice of members and creditors meeting
(at least 21 clear days before the meeting. Notice shall
be accompanied with
1. Scheme of merger
2. Declaration of solvency.
3. Explanatory Statement as per Rule 6 (3) of The
Companies (Compromises, Arrangements and
Amalgamations) rules, 2016

9. Both the transferor and transferee companies shall E Form MGT-14 to be filed with
hold the General Meeting of the members and ROC within 30 days of passing of
creditors to consider: special resolution. (Both the
1. To get the scheme of merger approved by the members companies).
and creditors.
2. To Consider the suggestions received by ROC, OL, if
any
 10. Transferee Company shall file copy of scheme so
approved by members and creditors along with report of
results of each meeting in Form CAA11 with
1. Regional Director
2. Official Liquidator
1. E Form RD-1 to be filed for filing
form CAA-11 with RD.(Transferee
company)
2. Form CAA11 to be provided to
Official Liquidator through hand
delivery or by post.(Transferee
company)

11 Regional Director shall issue a confirmation order in

FORM CAA 12 for approval of the scheme, if no
objections from Registrar or Official Liquidator
received).
Provided where objections or suggestions is received
from Registrar or Official Liquidator, RD may file
application before Tribunal in Form CAA-13 within 60
days of receipt of the scheme and requesting Tribunal
may consider the scheme under section 232 of the Ac

12. The Confirmation Order of the Regional Director shall E Form INC-28 has to be filed
be filed with the ROC by transferor and transferee within 30 of receipt of the order of
companies along with the prescribed fees. confirmation.(Both the Companies).

Forms in Brief related to Fast Track Merger

S. No. Form No. By Provisions Particulars

1. CAA 9 Transferor & Transferee Sec 233(1)(a) r/w Notice of scheme

Company 25(1) inviting objections
& suggestions
from competent
authorities.

2. CAA10 Transferor & Transferee Sec 233(1)(c) r/w Declaration of

Company 25(2) solvency by the
transferor &
transferee
company.

3. CAA11 Transferee Company Sec 233(2) r/w Filing scheme of

25(4)(A) merger approved
by the members
and creditors with
RD(within 7 days
of approval of
members and
creditors)

4. CAA 12 Regional Director Sec 233 r/w25(2) Confirmation order

for the scheme of
Merger by the RD.

E-Forms related to Fast Track Merger under Companies Act, 2013

S.No. Form No. By Particulars

1. GNL-1 Transferor & Transferee The notice inviting objection from
Company ROCs in form CAA 9 is to be filed in
Form GNL-1.

2. GNL 2 Transferor & Transferee The Declaration of Solvency in Form

Company CAA 10 is be to filed with the ROC in
Form GNL-2

3. MGT-14 Transferor & Transferee Board resolution and Special resolution

Company passed for approving the
scheme. (Need not be filed for board
resolution if the company is a private
limited company.)

4. GNL-1 Transferee Company Filing of scheme and Form CAA11

with the Regional Director.

5. RD-1 Transferee Company Report of meeting in Form CAA 11 is

to be filed with the Regional Director in
Form RD-1.

6. INC-28 Transferor & Transferee Confirmation order to be filed with

Company ROCs.