NCLT Chandigarh Clears First Motion For NIIT Merger With Wholly Owned Subsidiaries

The National Company Law Tribunal (NCLT) at Chandigarh has cleared the first step in a merger plan involving NIIT Limited, a listed Gurugram-based company best known for skills training and talent development, and its two wholly owned subsidiaries.A coram of Judicial Member Khetrabasi Biswal and Technical Member Kaushalendra Kumar Singh allowed the first motion and waived meetings of shareholders and creditors. The tribunal said the scheme does not harm stakeholder interests. It noted that after the merger, “the Net Worth of the Amalgamated Company is about 70 times of the combined value of unsecured creditors,” and that there is “no compromise or arrangement proposed with the Unsecured Creditors.” The plea concerns the merger of two NIIT subsidiaries into the parent company. NIIT Institute of Finance Banking and Insurance Training Limited trains professionals in banking, finance and insurance. RPS Consulting Private Limited provides enterprise learning services in digital technologies. All three companies operate from Gurugram. Their boards approved the scheme on October 9, 2025, with April 1, 2026 as the appointed date. The companies told the tribunal that both subsidiaries are wholly owned by NIIT Limited. No new shares will be issued. NIIT's shareholding structure will remain unchanged. They also said there are no secured creditors and that unsecured creditors will be paid in the normal course of business. The tribunal took note of NIIT's financial position. Its net worth before the merger was Rs 529.5 crore, while unsecured dues stood at Rs 3.44 crore. After the merger, net worth is projected at Rs 555.52 crore. On this basis, the tribunal said meetings were not required and that dispensing with them would support ease of doing business. It also observed that SEBI rules do not require a stock exchange no-objection for mergers of wholly owned subsidiaries, though disclosures have been made. The tribunal allowed the first motion and permitted the companies to move the second motion, where statutory notices and regulatory reports will be considered. Case Title: NIIT Institute of Finance Banking & Insurance Training Ltd. & Ors.Citation: 2026 LLBiz NCLT (Chd) 11Case Number: CA (CAA) No. 50/Chd/Hry/2025For Applicant: Advocates Atul V. Sood, Anirudh Das and Rohan Sood Click Here To Read/Download Order

NCLT Chandigarh Clears First Motion For NIIT Merger With Wholly Owned Subsidiaries

Shivangi Bhardwaj

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