Law, Judgments & Legal Insights.

NCLT Gives Initial Nod to Mirae Asset NBFC Merger, Waives Shareholder Meetings

Mumbai, India – The National Company Law Tribunal (NCLT), Mumbai Bench, has granted the first motion approval for the merger of Mirae Asset Sharekhan Financial Services Limited into Mirae Asset Financial Services (India) Private Limited. In its order dated November 19, 2025, the bench comprising Hon’ble Members Sh. Prabhat Kumar (Technical) and Sh. Sushil Mahadeorao Kochey (Judicial) dispensed with the requirement of convening meetings of shareholders and creditors, citing unanimous consent from all stakeholders.

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Background of the Amalgamation

The case involves a Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013, aiming to consolidate the non-banking financial company (NBFC) operations of the Mirae Asset group in India.

• Amalgamating Company: Mirae Asset Sharekhan Financial Services Limited, an NBFC engaged in providing loans against securities and mutual funds.
• Amalgamated Company: Mirae Asset Financial Services (India) Private Limited, also an NBFC providing similar loan products.

The merger follows a directive from the Reserve Bank of India (RBI). The RBI had stipulated that upon Mirae Asset group's acquisition of the Amalgamating Company, one of the two NBFC licenses held by the group must be surrendered post-merger by March 31, 2026. The applicant companies secured a no-objection certificate from the RBI for the proposed merger on September 12, 2025.

Rationale and Key Arguments

The counsel for the applicant companies, Mr. Ahmed Chunawala, presented that the merger is in the best interest of all stakeholders. The primary justifications for the scheme include:

• Regulatory Compliance: Fulfilling the directive issued by the RBI.
• Structural Simplification: Reducing the number of legal entities to streamline operations.
• Enhanced Efficiency: Achieving optimal capital utilisation and improving operational and management efficiencies.
• Synergistic Growth: Creating a unified, larger entity with greater financial strength, flexibility, and a consolidated business presence to foster long-term growth.
• Cost Rationalization: Reducing multiplicity of legal and regulatory compliances, thereby improving shareholder returns.

The companies submitted a valuation report dated June 3, 2025, which determined the share exchange ratio for the amalgamation.

Court's Decision on Convening Meetings

A pivotal aspect of the order was the Tribunal's decision to dispense with the meetings of shareholders and creditors for both companies. The NCLT based this decision on the fact that the companies had submitted consent affidavits from all seven equity shareholders of the amalgamating company and all four of the amalgamated company, as well as from their respective secured and unsecured creditors.

The judgment noted: > "In view of the above facts, the requirement of convening and holding of meetings of all the Shareholders, Secured and Unsecured Creditors of the Applicant Companies are dispensed with."

This waiver significantly accelerates the procedural timeline for the merger.

Directions and Next Steps

While granting the first motion, the NCLT has directed the applicant companies to proceed with the next steps as mandated by Section 230(5) of the Companies Act, 2013. The companies are required to:

1. Serve Notices: Issue notices regarding the scheme to various statutory authorities, including the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department, and GST Department. These authorities have 30 days to raise objections, failing which it will be presumed they have no objection.
2. Public Advertisement: Publish a joint advertisement about the scheme in "Business Standard" (English) and "Loksatta" (Marathi) at least 21 days before the next hearing.
   
   
3. File Second Motion: The applicant companies must file a Second Motion Petition for the final approval of the scheme within 14 days from the date of this order.

The final sanction of the scheme is contingent upon the responses from the regulatory authorities and the subsequent hearing of the second motion petition.