Mumbai, Dec 19: The National Company Law Tribunal (NCLT) has approved the scheme of amalgamation between Nirmal Lifestyle Realty Private Limited (NLRPL) and its holding company, Oberoi Realty Limited (ORL).
The tribunal has directed both companies to issue statutory notices to regulatory authorities, including the Regional Director, the Registrar of Companies, the Income Tax Department, GST authorities, SEBI, stock exchanges, and the Official Liquidator, inviting representations, if any, within 30 days.
Rationale Behind the Amalgamation
As per the rationale for the proposed scheme, as stated in the petition, Oberoi Realty Limited, through itself and its subsidiaries, is primarily engaged in the business of real estate development and hospitality in India. Within the real estate sphere, ORL and its subsidiaries develop residential, commercial, retail, and social infrastructure assets.
Although these real estate projects are housed in different entities, they share similar industry risks, business cycles, growth potential, profitability, and the ability to attract investors.
Objective to Simplify Group Structure
Owing to the similar nature of the businesses involved, ORL found it imperative to reorganise its structure to enable simplification and greater management focus.
Accordingly, the boards of directors of the companies involved proposed the amalgamation of NLRPL with ORL under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.
Operational and Financial Synergies Expected
According to the scheme submitted before the NCLT, the proposed amalgamation is expected to result in the simplification of the overall group structure and the creation of operational efficiencies.
It would enable optimal utilisation of existing resources through the consolidation of operations into a single legal entity, provide opportunities to leverage and pool resources, and help derive operational and financial synergies through prudent financial management and cost reduction.
Improved Administration and Cost Rationalisation
The amalgamation is also expected to lead to better administration, rationalisation of costs, focused operational efforts, and elimination of duplication.
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Company Background and Board Approvals
Nirmal Lifestyle Realty, incorporated in 1995, is engaged in real estate development, while Oberoi Realty Limited, incorporated in 1998 and now a listed public company, operates in real estate development and allied businesses. The boards of both companies approved the scheme on January 20, 2025.
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