NCLT Chandigarh Approves Merger Of Bhamini Real Estate, DLF Urban Into DLF Home Developers

The National Company Law Tribunal (NCLT) at Chandigarh has sanctioned a scheme of amalgamation under which Bhamini Real Estate Developers Private Ltd and DLF Urban Private Ltd will merge into DLF Home Developers Ltd. The transferor companies shall stand dissolved without winding up.

The order was passed by Judicial Member Khetrabasi Biswal and Technical Member Shishir Agarwal.

The joint petition was filed under Sections 230 to 232 of the Companies Act, 2013, seeking approval of the merger of the companies into DLF Home Developers Ltd. The appointed date under the scheme is April 1, 2024.

At the first motion stage, by an order dated July 1, 2025, the tribunal dispensed with the requirement of convening meetings of the shareholders and creditors of all the petitioner companies. The boards of directors of the companies had approved the scheme on March 27, 2025.

In the second motion proceedings, notices were issued to the Regional Director (Northern Region), Registrar of Companies (NCT of Delhi and Haryana), Official Liquidator (Punjab and Haryana), the concerned Income Tax Authorities, and the Real Estate Regulatory Authorities for Goa, Delhi, Haryana, and Punjab.

Notices were also published in Financial Express (English edition, Delhi) and Jansatta (Hindi edition, Delhi). No objections were received from any stakeholder or member of the public.

The Regional Director filed a report together with the report of the Registrar of Companies, raising observations regarding cash losses of the transferor companies, pending statutory dues, pending litigations, inspection proceedings under Section 206 of the Companies Act against the transferee company, and details of assets proposed to be transferred. The companies filed their replies and clarifications and undertook to comply with all statutory requirements. Thereafter, counsel for the Registrar of Companies submitted before the tribunal that there were no further objections.

The Official Liquidator, in its report, stated that it had no specific observation or objection to the scheme.

The Income Tax Department placed on record details of pending tax proceedings but said it had no objection to the scheme, subject to its statutory rights being preserved.

The tribunal clarified that its approval would not bar the department from examining tax liabilities or taking action in accordance with law.

Allowing the scheme, the tribunal directed that all assets, rights and powers of the transferor companies would vest in DLF Home Developers Ltd. Their liabilities would also transfer, and all contracts and ongoing legal proceedings would continue in the name of the transferee company.The employees of the transferor companies shall also stand transferred without interruption of service.

The petition was accordingly allowed and disposed of.