Pranav B Prem

The National Company Law Tribunal (NCLT) at Chandigarh has cleared the first motion in a proposed merger involving NIIT Limited, a listed Gurugram-based skills and talent development company, and its two wholly owned subsidiaries. The tribunal dispensed with the requirement of convening meetings of shareholders and creditors, holding that the scheme does not adversely affect stakeholder interests. The order was passed by a coram comprising Judicial Member Khetrabasi Biswal and Technical Member Kaushalendra Kumar Singh, who allowed the first motion application filed by the companies under Sections 230–232 of the Companies Act, 2013.

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The merger proposal involves the amalgamation of NIIT Institute of Finance Banking and Insurance Training Limited and RPS Consulting Private Limited into their parent company, NIIT Limited. NIIT Institute of Finance Banking and Insurance Training Limited is engaged in training professionals in banking, finance and insurance, while RPS Consulting Private Limited provides enterprise learning services in digital technologies. All three companies have their registered offices in Gurugram.

The boards of directors of all three companies approved the scheme of amalgamation on October 9, 2025, with April 1, 2026 proposed as the appointed date. The companies informed the tribunal that both transferor entities are wholly owned subsidiaries of NIIT Limited, and that no new shares would be issued pursuant to the merger. As a result, NIIT’s existing shareholding structure would remain unchanged.

The tribunal noted the financial position of NIIT Limited, recording that its net worth prior to the merger stood at ₹529.5 crore, while unsecured creditor dues amounted to ₹3.44 crore. After the merger, the net worth of the amalgamated entity is projected to increase to ₹555.52 crore. On this basis, the tribunal observed that the net worth of the amalgamated company would be around seventy times the combined value of unsecured creditors.

It was further noted that there are no secured creditors involved in the scheme and that unsecured creditors would continue to be paid in the ordinary course of business. The tribunal recorded that there is “no compromise or arrangement proposed with the Unsecured Creditors,” and that their rights would remain unaffected by the merger.

Taking these factors into account, the tribunal held that convening meetings of shareholders and creditors was not necessary. It observed that dispensing with such meetings would be in line with the objective of promoting ease of doing business, especially where the merger involves wholly owned subsidiaries and does not result in any dilution of shareholding or prejudice to creditors.

The tribunal also took note of submissions regarding regulatory compliance. It observed that under applicable SEBI regulations, a no-objection certificate from stock exchanges is not required for mergers involving wholly owned subsidiaries of a listed company, though necessary disclosures had already been made.

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In view of the above, the NCLT allowed the first motion petition, dispensed with meetings of shareholders and creditors, and granted liberty to the companies to proceed with the second motion. At that stage, statutory notices will be issued and reports from regulatory authorities will be considered before final approval of the scheme.

Appearance

For Applicant: Advocates Atul V. Sood, Anirudh Das and Rohan Sood

Case Title: NIIT Institute of Finance Banking & Insurance Training Ltd. & Ors.

Case Number: CA (CAA) No. 50/Chd/Hry/2025

Coram: Judicial Member Khetrabasi Biswal and Technical Member Kaushalendra Kumar Singh