Certified copy of NCLT final order received for merger of INOX Infrastructure into the company
The company has received the certified true copy of the final NCLT order, on October 15, 2026, for the Scheme of Merger by Absorption of INOX Infrastructure Limited into it.
By ScoutQuest · · 3 min read
- Appointed Date of Scheme
- April 1, 2026
- Certified copy of final NCLT order received
- October 15, 2026
- Share Issuance
- no new shares will be issued or allotted
What the company has informed the exchanges
GFL Limited has received the certified true copy of the final order pronounced by the Hon'ble National Company Law Tribunal, Mumbai Bench, after its hearing held on Monday, September 28, 2026. The company received the certified true copy on Thursday, October 15, 2026.
The order relates to a Scheme of Merger by Absorption of INOX Infrastructure Limited (Transferor Company) with and into GFL Limited (Transferee Company) and their respective shareholders. In a merger by absorption, the transferor company's business moves into the transferee company and the transferor ceases to exist separately.
The Appointed Date of the Scheme is April 1, 2026. This is the date from which the merger is given effect for accounting purposes.
No new shares will be issued
INOX Infrastructure Limited is a wholly owned subsidiary of GFL Limited, meaning GFL already owns all of it. The update states that all the equity shares of the Transferor Company held by the Transferee Company shall be cancelled and shall be deemed to have been cancelled. Accordingly, there will be no issue and allotment of shares of the transferee company to the shareholders of the Transferor Company, and no other consideration shall be payable.
The order also records that the requirement of obtaining a Share Exchange Ratio Report from a Registered Valuer is not applicable to the Scheme.
The stated reasons for the merger
- It will enable the shareholders of the transferee company to exercise direct control over the business of the transferor company and remove an intermediate corporate layer, saving administrative and management cost.
- It will streamline the group structure by reducing the number of legal entities in the group and the multiplicity of legal and regulatory compliances.
- It will rationalise cost and time at group level by eliminating multiple record keeping and administrative functions.
- The amalgamation is stated to be in the interest of shareholders, creditors and all other stakeholders of both companies, and not prejudicial to the interests of any concerned shareholder, creditor or the public at large.
Approvals and process recorded in the order
- The boards of both companies approved the Scheme through resolutions passed at their respective board meetings held on 12.02.2026.
- The Statutory Auditors of the transferee company, M/s Patankar & Associates, certified vide certificate dated 12.02.2026 that the accounting treatment specified in the Scheme is in conformity with the Indian Accounting Standards.
- The Scheme was shared with BSE Limited and NSE Limited with respect to the listed transferee company; the transferor company is not listed on any recognised stock exchange in India.
- The Regional Director's report and the Registrar of Companies' observations were addressed through undertakings and clarifications, including that no inquiry, inquiry follow-up, inspection follow-up, investigation follow-up, prosecution or complaint was pending against the applicant companies, and that the interest of creditors and employees is protected.
Other points recorded
- The authorised share capital of the transferor company will stand combined with the authorised share capital of the transferee company upon the Scheme becoming effective.
- Update fees and stamp duty, if any, already paid by the transferor company on its authorised share capital shall be set off, and the transferee company shall be liable to pay only the balance update fee and/or stamp duty, if any.
- The applicant companies have undertaken to pass the accounting entries as stated in Indian Accounting Standard 103 (Business Combinations) read with the Pooling of Interest Method.
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