NCLT Mumbai Clears First Motion For Amalgamation Of Overseas Units Into NMDC Data Centre

The National Company Law Tribunal (NCLT) at Mumbai has cleared the first motion in a proposed amalgamation involving NMDC Data Centre Private Limited and two of its overseas group companies.

The order was passed by a bench of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar, which dispensed with the requirement of holding meetings of shareholders and creditors at this stage.

The scheme provides for the merger of Dubai-based Infin Data Centre Holdings Limited FZCO and Utility Holdings Limited FZCO into NMDC Data Centre. NMDC Data Centre is engaged in developing public cloud platforms and providing data centre services in India.

The boards of all three companies approved the scheme on December 9, 2025, with April 1, 2025, fixed as the appointed date.

Before the tribunal, NMDC Data Centre said it has only two equity shareholders, both of whom have given written consent to the scheme. It also stated that the company has no preference shareholders. On this basis, the tribunal dispensed with meetings of both classes of shareholders.

The company further disclosed that it has five secured creditors and 254 unsecured creditors. It placed on record that unsecured creditors representing more than 90% in value of the outstanding dues had consented to the scheme. Taking note of this and the company's financial position, the tribunal also dispensed with meetings of secured and unsecured creditors, subject to issuance of notices inviting objections.

With the first motion cleared, the tribunal permitted the companies to proceed to the second motion, where statutory notices will be issued and reports from regulatory authorities will be considered before final approval of the amalgamation.