The corporate ( Amendment) Bill was introduced mainly to try to save time in case of Merger and acquisition. In the previous laws , this concept was complicated. Case laws like -Jupiter Wagons Limited v. Jupiter Alloys and steel ltd. ,Miheer h. Mafatlal v. Mafatlal Industries Ltd clearly helps to understand the need of amendment. Bill is also talking about IBBI and penalty. overall it’s a good step but every issue invariably has a downside.
The corporate ( amendment ) Law bill was introduced in the Lok Sabha on 23 march, 2026. this is mainly introduced to improve the business environment of India . An aim to simplify the legal procedure by avoiding complication rules. Try to make the legal rules more clear. this new bill tries to make the acquisition and merger more easier and faster. this is many trying to help the startup companies and medium size business, by saving the time. Now they can use the Fast -track process and get government officer approval. they don’t need to go to special court ( NCLT). Special courts are very expensive and time consuming. Following the introduction of the amendment, companies will no longer need to approach various courts. They can now file an application in the single court where the ultimate company is situated. This amendment will make the merger and acquisition more easier by which it becomes attractive for the investor. There are so many investors in India and foreign countries this amendment will attract both of them. This bill will help the business growth of our country, India.
If we look at our history the company law , mainly the merger and acquisition concepts are very complicated at that time.At that time the government introduced The companies act in 1956. Mainly with the goal, to achieve the growth of the business of our country . There was a merger and acquisition concepts. But it was very complicated and rigid because it was a very time consuming process.Also companies need approval from the court which was very costly . The companies law changed over time.The new law also tries to simplify the merger and acquisition concept . The government introduced the companies law act, 2013. Because India
is a developing country they want to make their place strong in business . The companies law, 2013 act is to maintain their transparency and bring better corporate rules. Also introduced National company law tribunal ( NCLT) to avoid the old time consuming system .But the government tries to make the business more simple. By easier and faster the merger and acquisition concept . That’s why the government introduced the corporate laws (amendment) bill , 2026 with Fast track mergers.
Fact: JASIL and Jupiter Wagons Limited wanted to combine their assets and staff . JASIL , a small company and Jupiter Wagons Limited is a big company. Their work mainly to make railway parts like Bogies . The two company’s owners are the same and their work are also similar. They mainly marge to reduce cost and improve their work efficiency. There is no objection between the owner means the shareholders and including the bank .
Judgment : The Merger was officially started from April 1, 2016 but it officially approved on February 8, 2018. And the court said that because all the owner of the company agreed with the merger so all the assets, employees and Bank account are automatically moved to the smaller company to bigger company , means JASIL to Jupiter Wagons Limited . And they don’t need to spend any unnecessary money by held any meeting about this matter. Now Jupiter Wagons Limited is a main company there is no existence of JASIL.
Fact : The case is about merger between family companies. Any shareholders not brought any kind of objection except one person ( shareholder) – Miheer . He said that the merger is unfair .
Judgment: NCLT agreed with the majority shareholders. And said that courts don’t need to interfere in business discussion except in the case of unfairness . NCLT followed and made the decision based on the old companies act, 1956 .And introduced the “Business (Commercial) Wisdom” rule. The time is mainly consumed by the objection of minority shareholders . NCLT spends a lot of time identifying whether the merchant is correct or not.
The companies act 2013 deals with
The companies act 2013 also include the Marger concept but the government tried more simplicity.
The 2026 abetment bill helps the companies very much and ensures the growth of business . In the case of a parents company wanting to merge with a child company they don’t need to follow a complicated ,time taking process. It can happen in a minimal period. If the companies have done any kind of minor mistake they are not going through any criminal case but they have to pay the penalty. Which is good for the CEO and Investors. After the bill passed the Insolvency and Bankruptcy Board of India (IBBI) authority now set rules and standards for identity the value of the company . Because there is a biggest problem to understand the value of the company after the merger. The new bill tries to reduce the confusion.
Overall the new corporate (amendment) Bill is very helpful for the business in india and other foreign countries. Which ensures economic growth. A developing country can take a better step for future goals. The government and experts are analysed the loophole of economic growth and take a significant step to improve it . Also think about the new and future generations . It can be a big resolution to create interest in a country’s economy or business on their mind. The corporate Law always changed over time because of thinking about the new generation and the current needs. This bill can be ensured the transparency and fairness. Try to protect the shareholders and stakeholders. Now everyone is very busy, if time can be managed after the bill it becomes a good opportunity. Make the business easier. Helps to avoid criminal cases by replacing the penalty in case of minor mistakes. Create awareness in society. Development of seriousness of business and the corporate laws.
This Corporate amendment Bill can reduce the rights of minority shareholders , which is under section 232 of The companies act 2013.
The Fast track merger can save time but increase unfairness.
And also face complications in case of Cross border merger.
Written by Adrita Gain
Legal Intern, Sandhu Law Offices
3rd Year (6th Semester), MAKAUT, West Bengal