NCLT Chandigarh Clears Merger of 16 DLF Subsidiaries With Parent Company

The National Company Law Tribunal (NCLT) at Chandigarh has recently approved a scheme of amalgamation that will allow DLF Limited, a prominnet real estate company, to merge 16 of its wholly owned subsidiaries into the parent company.

The order was passed on January 14, 2026, by a coram comprising Judicial Member Khetrabasi Biswal and Technical Member Kaushalendra Kumar Singh.

While allowing the second motion petition, the tribunal said it was satisfied that the scheme complied with the law and did not prejudice the interests of shareholders or creditors.

“We are of the considered view that the proposed Scheme is bona fide and in the interest of the shareholders and creditors. Since all the requisite statutory compliance has been fulfilled, this Tribunal sanctions the Scheme of Arrangement,” the Bench observed.

The scheme provides for the amalgamation of 16 subsidiaries into DLF, with April 1, 2024 fixed as the appointed date. As all the transferor companies are wholly owned by DLF, and the merger did not involve the issue of any new shares.

Instead, the entire share capital of the subsidiaries will be extinguished once the scheme takes effect. The boards of all the companies approved the plan in October 2024, and the tribunal later dispensed with the requirement of holding separate meetings of shareholders and creditors at the first motion stage.

At the second motion stage, the Regional Director raised concerns about six subsidiaries that had reported nil revenue from operations for the last two financial years and appeared inactive.

DLF explained that these entities were either asset-holding companies created for future projects or companies where projects had already been completed.

It was also pointed out that all statutory returns and financial statements had been filed and that the companies continued to remain compliant under company law.

Accepting this explanation, the tribunal concluded that authorities, including the Income Tax Department and the Official Liquidator, had raised no objections that could stand in the way of the merger.

The tribunal ordered that all 16 transferor companies be dissolved without winding up. The applicants are directed to file a certified copy of the order with the Registrar of Companies within 30 days.