Pranav B Prem

The National Company Law Tribunal (NCLT), Mumbai Bench – I, has approved the first motion application filed by Mirae Asset Sharekhan Financial Services Limited for its proposed merger with Mirae Asset Financial Services (India) Private Limited, paving the way for consolidation of the Mirae Asset Group’s non-banking financial operations in compliance with Reserve Bank of India directions.

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The merger scheme, filed under Sections 230 to 232 of the Companies Act, 2013, seeks amalgamation of Mirae Asset Sharekhan Financial Services Limited (formerly Sharekhan BNP Paribas Financial Services Limited) into Mirae Asset Financial Services (India) Private Limited, with April 1, 2025 as the appointed date. A coram of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar recorded that the applicant companies had placed on record their Memorandum and Articles of Association, audited financial statements, consent affidavits of shareholders, the RBI’s No-Objection Certificate dated September 12, 2025, and other documents supporting the scheme.

Both companies are registered as systemically important non-deposit taking NBFCs classified as investment and credit companies. According to the applicants, the merger was necessitated by an RBI direction issued during an intra-group acquisition in November 2024, which required the surrender of the Certificate of Registration of one NBFC following the amalgamation. The applicants submitted that the proposed restructuring would enable a rationalised group structure, efficient capital deployment, operational synergies and long-term sustainable growth while reducing compliance burden.

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The Tribunal also noted that there were no proceedings pending under the Companies Act or the Insolvency and Bankruptcy Code against either of the companies, and that approval from the Competition Commission of India was not required because the scheme qualified for exemption under applicable rules.

While allowing the first motion, the NCLT dispensed with the requirement of convening meetings of shareholders, secured creditors and unsecured creditors in view of the consent affidavits already submitted. It directed the applicant companies to serve notices under Section 230(5) of the Companies Act, 2013 to statutory and regulatory authorities, including the Central Government, Registrar of Companies, Official Liquidator, Income Tax Department and GST Department, and clarified that if no response is received within 30 days, it will be treated as no objection to the scheme. The tribunal further directed publication of joint advertisements in Business Standard and Loksatta regarding the proposed consolidation.

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With the first motion application allowed, the NCLT has permitted the companies to proceed with the next stage of the amalgamation process. The applicant companies have been directed to file the second motion petition under Sections 230(6) and 232(3) within 14 days from the date of the order, marking another step toward the group-level consolidation of Mirae Asset’s NBFC business.

Appearance

For the Applicant Companies: Mr. Ahmed Chunawala, Ld. Counsel

Cause Title: Mirae Asset Sharekhan Financial Services Limited (Amalgamating Company) And Mirae Asset Financial Services (India) Private Limited.

Case No: C.A. (CAA) No. 235 (MB)/2025

Coram: Judicial Member Sushil Mahadeorao Kochey, Technical Member Prabhat Kumar