Corporate restructuring in India has historically been a tribunal-centric process. Sections 230-232 of the Companies Act, 2013 require National Company Law Tribunal (NCLT) approval for mergers, demergers and compromises. While this framework is intended to bring judicial scrutiny and credibility to such transactions, it has also resulted in delays, high transaction costs, and unpredictable timeline for completion.

In 2005, the JJ Irani Committee recommended contractual mergers without court intervention, which was incorporated in the Companies Act, 2013 as section 233, envisaging a fast-track route for certain companies. However, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 confined its scope to small companies, start-ups and mergers between a holding company an

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