NCLT Hyderabad Approves Merger Of NCC Infrastructure Holdings With NCC Ltd
Kirit Singhania
2 Feb 2026 6:16 PM IST
The National Company Law Tribunal (NCLT) at Hyderabad has approved the merger of NCC Infrastructure Holdings Ltd, a wholly owned subsidiary, with its parent company NCC Ltd, consolidating the group's infrastructure holdings under a single listed entity.
A coram comprising Judicial Member Rajeev Bhardwaj and Technical Member Sanjay Puri observed that the scheme was fair, reasonable, and not contrary to public policy or any provision of law.
“We have heard the Ld. Counsel for the Petitioner Company and perused the material papers on record. Considering the entire facts and circumstances of the case and on perusal of the Scheme, Report of the Regional Director (SER), Hyderabad, Official Liquidator, Hyderabad and Income Tax Department, Hyderabad and reply/undertakings given by the Petitioner Company thereon and the documents produced on record, the Scheme of Amalgamation appears to be fair and reasonable and is not contrary to public policy and does not violate any provisions of law.”, the tribunal said.
The scheme provides for the amalgamation of NCC Infrastructure Holdings into NCC Ltd with an appointed date of April 1, 2024. The boards of both companies approved the scheme at their meetings held on August 6, 2024. As the transferor company is a wholly owned subsidiary, no shares will be issued pursuant to the merger and its entire share capital will stand cancelled upon the scheme becoming effective.
According to the companies, the merger is intended to simplify the corporate structure, eliminate multiple layers of holding entities, and enable better utilisation of resources.
The tribunal took note that the scheme does not contemplate any compromise or arrangement with creditors. NCC Infrastructure Holdings has no secured creditors and only one unsecured creditor, whose position would not be adversely affected.
Reports filed by the Regional Director, Official Liquidator and Income Tax Department did not raise any objections warranting rejection of the scheme.
The tribunal clarified that approval of the merger would not exempt the companies from payment of applicable taxes, stamp duty, or compliance with other statutory requirements, and that regulatory authorities would remain free to initiate proceedings in accordance with law.
The tribunal consequently directed the companies to file the order with the Registrar of Companies and comply with all post merger formalities within the prescribed timelines.
For Petitioner: Advocate Vivek Ganesh
For RD: Gokul Nath
For OL: Ch. Anantha Lakshmi
For IT Department: Rakshitha, O/o Sapna Reddy