NCLT Mumbai Approves Cross-Border Merger Of Dubai-Based Group Companies With NMDC Data Centre

The National Company Law Tribunal (NCLT) in Mumbai has approved a cross-border merger under which two Dubai-based group entities will be merged into India's NMDC Data Centre Private Limited. The tribunal held that the scheme was fair, reasonable, and not against public policy.

“We have perused the submissions made by the Applicant Companies and the report submitted by all the applicable regulators. 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 or Creditors or Members or any other stakeholders.”, the tribunal observed.

A coram of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar passed the order approving the scheme of amalgamation and merger involving Infin Data Centre Holdings Limited FZCO and Utility Holdings Limited FZCO with NMDC Data Centre Private Limited. The approval was granted under Sections 230 to 232 read with Section 234 of the Companies Act, 2013.

NMDC Data Centre Private Limited develops public cloud platforms and provides data centre services. The two transferor companies are limited liability companies registered with IFZA and operating under the Dubai Integrated Economic Zones Authority in Dubai.

The transferor companies are engaged in cloud services, data centre colocation services and investment activities. The boards of all three companies approved the scheme on December 9, 2025. April 1, 2025 was fixed as the appointed date for the merger.

According to the companies, the merger would help consolidate and rationalise the group's corporate structure. It would also eliminate duplicate administrative functions, reduce legal and regulatory compliance costs, and create operational synergies.

The companies said the restructuring would also provide greater flexibility in raising capital from Indian as well as overseas investors.

The Regional Director's representative conveyed no objection to the scheme at the hearing. The petitioner company also undertook to comply with accounting standards, applicable tax laws, the Foreign Exchange Management (Cross Border Merger) Regulations, 2018, and applicable UAE laws.

The tribunal clarified that the Income Tax Department would remain free to examine any tax liability arising from the scheme

Accordingly, the tribunal sanctioned the scheme. It directed the companies to file the order with the Registrar of Companies within 30 days. The companies must also file it with the concerned stamp authorities within 60 working days.