NCLT Mumbai Approves Nirmal Lifestyle Realty–Oberoi Realty Merger

The National Company Law Tribunal (NCLT) Mumbai on Monday approved the scheme of amalgamation between Nirmal Lifestyle Realty Pvt Ltd and Oberoi Realty Ltd., allowing the merger and granting consequential directions.

A bench comprising Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar held that the scheme was fair, reasonable, and not contrary to law or public policy, noting that no objections were received from stakeholders or regulatory authorities.

The scheme, approved by the respective boards on January 20, 2025, envisages the merger of the transferor company, engaged in real estate development, into Oberoi Realty, the transferee company operating in real estate and hospitality. The appointed date for the scheme is November 7, 2024.

The scheme states that the amalgamation would streamline group structure, improve operational efficiency, and enhance stakeholder value.

Since the transferor company is a wholly owned subsidiary of the transferee company, no shares are to be issued, and its entire share capital stands cancelled upon the scheme becoming effective.

Allowing the petition, the NCLT directed that the transferor company shall stand dissolved without winding up. It further directed the petitioner companies to file the order with the Registrar of Companies within 30 days and comply with stamp duty requirements within 60 days.

The tribunal also clarified that the Income Tax Department would remain free to examine any tax implications arising from the scheme and take action in accordance with law.