NCLT Sanctions Amalgamation Scheme for NIIT Limited, Merging Two Entities
The National Company Law Tribunal (NCLT), Chandigarh Bench, has sanctioned the scheme of amalgamation involving NIIT Limited, NIIT Institute of Finance Banking & Insurance Training Limited, and RPS Consulting Private Limited. The approval marks a significant structural change for the tech training and consulting sector.The scheme facilitates the amalgamation of NIIT Institute of Finance Banking & Insurance Training Limited (Amalgamating Company 1) and RPS Consulting Private Limited (Amalgamating Company 2) into NIIT Limited, which will serve as the Amalgamated Company.
The NCLT pronounced its order approving the comprehensive arrangement on May 22, 2026. While the appointed date for the Scheme was April 1, 2026, the Scheme’s full effectiveness is contingent upon NIIT Limited receiving the certified copy of the Order and making the consequent filing with the Registrar of Companies, NCT of Delhi and Haryana.
Statutory Clearance and Compliance
The amalgamation process received reports from various statutory authorities, including the Income Tax Department (ITD), the Official Liquidator (OL), and the Regional Director (RD)/Registrar of Companies (ROC).The Official Liquidator reported that they had no representations or observations regarding the proposed Scheme of Arrangement. Furthermore, the Income Tax Department stated that they have no objection to the scheme. They clarified that upon the scheme coming into effect, all tax liabilities and pending appeals under the Income Tax Act, 1961, would be enforced and continued against the amalgamated entity.
The Regional Director and ROC provided observations concerning pending statutory dues related to the amalgamation. However, the Petitioner Companies responded by providing undertakings to address these concerns.
Key disputed dues highlighted by the ROC/RD included:
| Area of Dispute | Amount and Period | Status and Undertaking |
|---|---|---|
| Statutory Dues (Service Tax) | Rs. 32,352 thousand (2008-2010) | Amount is disputed and pending before the Commissioner of Service Tax, Delhi - II. The Amalgamated Company undertakes payment upon final adjudication. |
| GST Liability | Rs. 2.18 million (2018-2020) | Amount is disputed and pending before the GST Appellate Authorities. The Amalgamated Company undertakes payment upon final adjudication. |
| Income Tax Liability (AY 1999-2005-06) | Rs. 9.41 million | Amounts are disputed and pending before the High Court and the Income Tax Appellate Tribunal. The Amalgamated Company undertakes payment upon final adjudication. |
| Income Tax Liability (AY 2011-2012) | Rs. 11.37 million | This amount has been settled via an order dated June 13, 2025, passed by the CIT(A). |
The Tribunal reviewed the submissions from the counsel for the Petitioner Companies, the Income Tax Department, the Official Liquidator, and the statutory authorities.
Tribunal Sanction
The NCLT found that the Composite Scheme of Arrangement was prima facie in compliance with the relevant sections of the Companies Act, 2013. After considering the clarifications provided by the Petitioner Companies in response to the observations of the RD/RoC, the Tribunal sanctioned the Composite Scheme of Arrangement.This order formally sanctioned the arrangement, declaring that the scheme would be binding on all concerned parties, including the Petitioner Companies and their Shareholders and Creditors. The Tribunal noted that the sanction does not exempt the companies from any future payment of stamp duty or taxes required by law.
NIITLTD Stock Price Movement
On Friday, NIIT Limited shares edged higher, closing at ₹66.12 after gaining 1.86%. The equity traded on a volume of 287,258 shares, indicating positive momentum in the IT sector.Disclaimer: Due care and diligence have been taken in compiling and presenting news and market-related content. However, errors or omissions may arise despite such efforts.
The information provided is for general informational purposes only and does not constitute investment advice, a recommendation, or an offer to buy or sell any securities. Readers are advised to rely on their own assessment and judgment and consult appropriate financial advisers, if required, before taking any investment-related decisions.
Any views, opinions, or statements expressed, where applicable, are those of the respective analysts or experts and do not reflect the views of this website. The website has no association with such viewpoints and does not assume any responsibility for them.