NCLT Mumbai Sanctions Mirae Asset Sharekhan–Mirae Asset Financial Services Amalgamation to Consolidate NBFC Operations

November 19, 2025 : The National Company Law Tribunal (NCLT), Mumbai Bench-I, has approved the scheme of amalgamation between Mirae Asset Sharekhan Financial Services Limited and Mirae Asset Financial Services (India) Private Limited, paving the way for consolidation of the Mirae Asset group’s non-banking financial company (NBFC) operations.

The order, pronounced on November 19, 2025, in C.A. (CAA) No. 235 (MB)/2025, sanctioned the merger under Sections 230 to 232 of the Companies Act, 2013. The Bench comprising Member (Judicial) Sushil Mahadeorao Kochey and Member (Technical) Prabhat Kumar allowed the scheme after examining the material on record.

The scheme provides for the amalgamation of Mirae Asset Sharekhan Financial Services Limited (amalgamating company) with Mirae Asset Financial Services (India) Private Limited (amalgamated company), along with their respective shareholders and creditors. Both entities are registered with the Reserve Bank of India as systemically important non-deposit taking NBFCs engaged in lending activities, including loans against securities and mutual funds.

As per the tribunal record, the boards of both companies approved the scheme on June 11, 2025, and fixed April 1, 2025 as the appointed date. The companies submitted key documents including audited financial statements, valuation report, auditor certificates confirming compliance with accounting standards, and a no-objection certificate issued by the Reserve Bank of India on September 12, 2025.

The Tribunal noted that the amalgamating company became part of the Mirae Asset group following the acquisition of its parent entity in November 2024. The Reserve Bank of India had directed that one NBFC licence be surrendered post-merger by March 31, 2026, prompting the present restructuring.

The scheme aims to simplify the corporate structure, improve capital efficiency, and create a unified entity with enhanced financial strength. It also seeks to reduce regulatory duplication, enable operational synergies, and support long-term growth.

The Tribunal recorded that all equity shareholders and an overwhelming majority of creditors had consented to the scheme, leading to dispensation of meetings. It further observed that no investigations or winding-up proceedings were pending against the companies and that the arrangement did not require approval from the Competition Commission of India due to applicable exemptions.

Finding the scheme fair, reasonable, and not contrary to law or public policy, the NCLT sanctioned the amalgamation. Upon the scheme becoming effective, the amalgamating company shall stand dissolved without winding up, subject to compliance with statutory and tax requirements.

Case Details:
Case: C.A. (CAA) No. 235 (MB)/2025
Coram: Sushil Mahadeorao Kochey (Member Judicial) and Prabhat Kumar (Member Technical)