This article was first published in www.taxsutra.com (Feb, 27, 2026).
The scheme of compromise, arrangement and amalgamation under Sections 230–232 of the Companies Act, 2013 (“CA 2013”) represents one of the most sophisticated corporate restructuring mechanisms in Indian company law. Section 233 of CA 2013, introduced as a “fast track” alternative, was intended to reduce procedural burdens initially for small companies, holding-wholly owned subsidiary mergers, start-ups and later extended to certain intra-group restructurings and listed and unlisted companies.
More than a decade into notification of these provisions, however, practical experience before the National Company Law Tribunal (“NCLT” or “Tribunal”) and Regional Directors, Registrar of Companies, Official Liquidator, Reserve Bank of India (for cross-border restructurings), Securities Exchange Board of India and stock exchanges (in case of listed companies), Insurance Regulatory and Development Authority of India (for insurance companies), Competition Commission of India (where applicable) and Income Tax Department (“Regulators”) reveals a gap between statutory design and operational reality. Several provisions—though conceptually sound—have proven commercially difficult, procedurally unpredictable, or structurally impractical.
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