NCLT Ahmedabad Sanctions Amalgamation Of UIB Insurance Brokers With Edme Insurance Brokers

The Ahmedabad bench of the National Company Law Tribunal (NCLT) has sanctioned the amalgamation of UIB Insurance Brokers (India) Pvt. Ltd. with Edme Insurance Brokers Ltd., allowing UIB to be merged into Edme.

A bench of Judicial Member Chitra Hankare and Technical Member Dr. Velamur G. Venkata Chalapathy approved the scheme after finding the statutory requirements met. The tribunal held that the scheme was bona fide and in shareholders' and creditors' interest.

The scheme provides for UIB, the transferor company, to merge into Edme, the transferee company. Edme has its registered office in Gujarat, while UIB has its registered office in Mumbai.

The appointed date is August 1, 2025, and the boards of both companies approved the scheme through resolutions dated August 19, 2025.

The Regional Director and Registrar of Companies raised issues concerning authorised share capital, accounting treatment, and regulatory approval. The companies gave undertakings on the required compliances and produced an accounting treatment certificate from the statutory auditor.

The companies told the tribunal that the Insurance Regulatory and Development Authority of India had already granted in-principle approval to the scheme through a letter dated July 4, 2025.

The Mumbai bench of the NCLT had separately approved the merger in respect of UIB through a final order dated January 14, 2026.

The Income Tax Department, Mumbai, issued a no-objection letter dated March 20, 2026, approving the scheme and recording that Edme would be responsible for UIB's tax liabilities. The department retained its right to take action.

While sanctioning the scheme, the tribunal ruled that the insurance regulator would remain free to take regulatory action against either or both companies before or after sanction.

It directed that UIB would be dissolved without winding up once the order was complied with, with its assets, rights, liabilities, and duties vesting in Edme.