NCLT Mumbai Sanctions Amalgamation of Nirmal Lifestyle Realty with Oberoi Realty

April 6, 2026 : The Mumbai Bench of the National Company Law Tribunal (NCLT) has approved a scheme of amalgamation between Nirmal Lifestyle Realty Private Limited and Oberoi Realty Limited, holding that the arrangement is fair, reasonable, and not contrary to law or public policy.

The order, pronounced on 6 April 2026, allows the merger under Sections 230 to 232 of the Companies Act, 2013, and directs that the transferor company shall stand dissolved without undergoing winding up.

The Tribunal noted that both companies have their registered offices in Maharashtra and therefore fall within its territorial jurisdiction. Nirmal Lifestyle Realty Private Limited, incorporated in 1995, is engaged in real estate development, while Oberoi Realty Limited, incorporated in 1998 and listed on the BSE and NSE, operates in real estate and hospitality.

The Boards of Directors of both companies approved the scheme on 20 January 2025, with an appointed date of 7 November 2024. The amalgamation aims to simplify the group structure, improve management focus, enable resource pooling, and unlock operational and financial synergies, ultimately enhancing stakeholder value.

A key feature of the scheme is that the entire share capital of the transferor company is held by the transferee company and its nominees. Consequently, no shares will be issued upon amalgamation, and the share capital of the transferor company will stand automatically cancelled.

The Tribunal recorded that statutory notices were duly served on regulatory authorities. The Regional Director raised certain observations, which were addressed through undertakings by the petitioner companies, including compliance with provisions of the Companies Act, Income Tax Act, RBI and FEMA regulations, and stamp duty requirements.

The Official Liquidator reported that the affairs of the transferor company were not conducted in a manner prejudicial to creditors or public interest. The Income Tax Department, while reserving its right to examine tax implications arising from the scheme, stated that it may initiate appropriate action if required. The companies undertook that all pending proceedings against the transferor company would continue against the transferee company and that tax authorities’ rights would remain unaffected.

Noting that no objections were received from any stakeholders or regulatory authorities, the Tribunal deemed the scheme unopposed. Upon reviewing the material on record, it concluded that all statutory compliances had been met and the scheme deserved sanction.

Accordingly, the Tribunal approved the scheme, directing that all assets and liabilities of the transferor company shall vest in the transferee company. It also clarified that the Income Tax Department remains free to examine any tax liability arising from the amalgamation and proceed in accordance with law.

The Tribunal further directed the companies to file the order with the Registrar of Companies in Form INC-28 within 30 days and to submit the order to the Superintendent of Stamps for adjudication of stamp duty within 60 days.

Case Details:
Case Title: In the matter of Nirmal Lifestyle Realty Private Limited with Oberoi Realty Limited
Case No: CP (CAA) No. 14/MB/2026 in CA (CAA) No. 264/MB/2025
Coram: Sushil Mahadeorao Kochey and Prabhat Kumar