NIIT Ltd Amalgamation Approved by NCLT

NIIT Ltd Amalgamation Approved by NCLT

NIIT Limited announced on June 16, 2026, it received the certified order from the National Company Law Tribunal (NCLT) approving its scheme of amalgamation. This strategic move involves the merger of NIIT Institute of Finance Banking & Insurance Training Limited and RPS Consulting Private Limited into NIIT Limited.

The NCLT order, dated May 22, 2026, sanctions this arrangement under Sections 230 and 232 of the Companies Act, 2013. The amalgamation’s appointed date is April 1, 2026, becoming effective once filed with the Registrar of Companies, Haryana.

Key Details of the Merger

• All properties, rights, powers, liabilities, and duties of the amalgamating companies will transfer to NIIT Limited.
• Existing contracts will also be vested in the amalgamated company.
• Employees of the merging entities will become NIIT Limited staff, retaining their service terms.
• Statutory auditors confirmed accounting treatment adheres to Indian Accounting Standards (Ind AS).
• No objections were raised by the Income Tax Department or the Official Liquidator.

Addressing Statutory Dues and Next Steps

The Regional Director and Registrar of Companies noted some pending statutory dues. NIIT Limited committed to paying these upon their final adjudication.

Disputed dues include Service Tax of Rs. 32,352 thousand (2008-2010) and GST and Income Tax amounts totaling Rs. 2.18 million, Rs. 9.41 million, and Rs. 11.37 million. The company confirmed the Rs. 11.37 million liability was settled on June 13, 2025, and undertook to pay differential duty on its enhanced authorized share capital.

The scheme is binding on all petitioner companies, shareholders, and creditors. Upon its effective date, the amalgamating companies will dissolve without winding up, and NIIT Limited must submit the order copy for stamp duty adjudication within 60 days.