NCLT Clears First Motion Toward Consolidation Of Mirae Asset Sharekhan's NBFC Operations

The National Company Law Tribunal (NCLT) at Mumbai has recently approved the initial application filed by Mirae Asset Sharekhan Financial Services Limited, the lending business formerly associated with stock broking company Sharekhan, for its merger with Mirae Asset Financial Services (India) Private Limited, facilitating consolidation of the Mirae Asset Group's non banking finance operations in line with Reserve Bank of India directions.

A coram of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar recorded that the companies had submitted their Memorandum and Articles of Association, financial statements, stakeholder consents and the RBI's no objection certificate supporting the amalgamation scheme.

The scheme provides for the amalgamation of Mirae Asset Sharekhan Financial Services Limited, formerly known as Sharekhan BNP Paribas Financial Services Limited, into Mirae Asset Financial Services (India) Private Limited, with April 1, 2025 as the appointed date.

Both companies are registered with the RBI as systemically important non deposit taking NBFCs classified as investment and credit companies.

The applicants stated that the merger was required pursuant to an RBI direction issued during an intra group acquisition in November 2024, which mandated surrender of the Certificate of Registration of one NBFC following the proposed merger. They submitted that the consolidation would rationalise structure, optimise capital deployment and improve operational efficiency.

The companies confirmed that no proceedings were pending against either company under the Companies Act or the Insolvency and Bankruptcy Code, 2016, and said that approval from the Competition Commission of India was not required owing to applicable exemptions.

Allowing the application, the tribunal observed,  “In view of the above facts, the requirements of convening and holding of meetings of all the Shareholders, Secured and Unsecured Creditors of the Applicant Companies are dispensed with.”

It asked the companies to notify all relevant authorities and noted that if they do not respond within 30 days, it will be treated as no objection to the merger.The tribunal also instructed the companies to publish joint advertisements in Business Standard and Loksatta regarding the proposed scheme.

Accordingly, the first motion application was allowed, enabling the companies to file the second motion petition

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