Mumbai, April 7:The Mumbai bench of the National Company Law Tribunal (NCLT) has approved a scheme of amalgamation between Nirmal Lifestyle Realty Private Limited and Oberoi Realty Limited, holding the proposal to be fair, reasonable, and in compliance with law.
NCLT finds merger fair and compliant
“From the material on record, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy, considering that no objection has so far been received from any authority, creditors, members or other stakeholders,” the tribunal noted.
Merger approved under Companies Act provisions
The order allows the merger of Nirmal Lifestyle Realty Private Limited, the transferor company, with Oberoi Realty Limited, the transferee company, under Sections 230 to 232 of the Companies Act, 2013.
Rationale behind consolidation
The tribunal observed that both companies are engaged in real estate development, with Oberoi Realty also having interests in hospitality. The boards of both companies approved the scheme in January 2025, with an appointed date of November 7, 2024.
Explaining the rationale, the companies submitted that the merger would simplify the group structure, improve operational efficiency, and enable better utilisation of resources. The consolidation is also expected to enhance stakeholder value, reduce costs, and eliminate duplication across entities.
No share issuance due to subsidiary status
The tribunal recorded that the transferor company is a wholly owned subsidiary of the transferee company. Consequently, no shares will be issued under the scheme, and the share capital of the transferor company will stand cancelled upon the scheme becoming effective.
“The Scheme provides for merger of a wholly owned subsidiary with its holding company; therefore, the requirement of obtaining a No-Objection Certificate (NOC) from stock exchanges is not applicable,” the order stated.
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Regulatory compliance and observations noted
Reports filed by the Regional Director, Official Liquidator, and the Income Tax Department were taken on record. While certain observations were made, the petitioner companies undertook to comply with all statutory requirements, including those relating to tax liabilities, stamp duty, and regulatory provisions.
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