NCLT Sanctions Amalgamation Scheme of NIIT Institute of Finance Banking & Insurance Training Limited and RPS Consulting into NIIT Limited
The National Company Law Tribunal (NCLT) has sanctioned the Composite Scheme of Arrangement concerning the amalgamation of NIIT Institute of Finance Banking & Insurance Training Limited and RPS Consulting Private Limited with into NIIT Limited.The sanction follows proceedings before the NCLT, Chandigarh Bench, regarding the scheme involving three entities: NIIT Institute of Finance Banking & Insurance Training Limited (Amalgamating Company 1), RPS Consulting Private Limited (Amalgamating Company 2), and NIIT Limited (Amalgamated Company). The Tribunal's decision was pronounced on May 22, 2026.
NIIT Ltd confirmed the receipt of the certified copy of the NCLT's approval order on June 16, 2026. The Scheme of Arrangement has an appointed date of April 1, 2026, and will become effective upon the filing of the certified true copy of the Order with the Registrar of Companies, Haryana.
The proceedings involved a review of statutory compliance, reports from regulatory authorities, and submissions from the companies. The NCLT found that the Composite Scheme is in compliance with all requirements stipulated under relevant sections of the Companies Act, 2013.
Regulatory Findings on Amalgamation Entities
A detailed examination of the scheme included reviewing observations raised by the Regional Director (RD) and Registrar of Companies (ROC). The Petitioner Companies provided specific responses to these statutory concerns:| Observation (ROC/RD) | Details of Statutory Dues | Response by Petitioner / Amalgamated Company |
|---|---|---|
| Transferor Company-I | Pending Statutory Dues (Service Tax) amounting to Rs. 32,352 thousand relating to the period 2008-2010. | The disputed amount is pending before the Commissioner of Service Tax, Delhi - II. Subject to the Scheme being made effective, the company undertakes to make payment upon final adjudication and order. |
| Transferee Company | Pending Statutory Dues (GST & Income Tax) from 2018-2020 and AY 1999-2005. | For FY 2018-2020, the disputed GST amount of Rs. 2.18 million is pending before the GST Appellate Authorities, with an undertaking to pay upon final adjudication. For AY 1999-2005 (Rs. 9.41 million) and AY 2011-12 (Rs. 11.37 million), the matters are pending before relevant appellate tribunals or have been settled. |
| Transferee Company | Compliance regarding fee payable for revised Authorised Share Capital (Section 232(6)). | The Petitioner / Amalgamated Company undertakes to make payment of the differential duty on its enhanced authorised share capital in terms of Section 232(3)(i) of the Companies Act. |
The Income Tax Department provided a report stating it has no objection to the Scheme of Arrangement, noting that all tax liabilities and pending appeals under the Income Tax Act shall be continued against the amalgamated entity after the effective date of merging. The Official Liquidator (OL) also filed a report stating they have no representations or observations in the matter.
Sanctioning the Composite Scheme
The NCLT ordered that the Composite Scheme of Arrangement is sanctioned and declared to be binding on all Petitioner Companies, their Shareholders, and Creditors.Upon becoming effective:
- All liabilities and duties of the Amalgamating Companies will be transferred to the Amalgamated Company.
- All properties, rights, and powers of the Amalgamating Companies will be transferred to the Amalgamated Company.
- All contracts of the Amalgamating Companies existing before the Effective Date shall stand transferred to the Amalgamated Company.
- The employees and staff of the Amalgamating Companies shall be deemed to have become employees and staff of the Amalgamated Company from the Appointed Date, without interruption of service.
The tribunal also issued directions clarifying that while the sanction grants approval under the relevant sections of the Act, it does not provide exemption from payment of stamp duty or any other charges required by law.
NIITLTD Stock Price Movement
As of 1:00 PM, shares of NIIT Limited are slipping by 1.06%, currently trading at ₹104.6 amidst the ongoing market activity. The stock movement includes a total traded volume exceeding 5.57 million shares for the session.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.
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