The NCLT Mumbai bench has approved the merger of Inox Infrastructure with parent company GFL Limited, allowing the group to consolidate its corporate structure. The merger will remove an additional corporate layer, reduce administrative and regulatory compliances and eliminate duplication in functions. Assets, liabilities and tax obligations will transfer to GFL.

The NCLT Mumbai bench has cleared the consolidation of Inox Infrastructure into its parent company GFL | AI Generated Representational Image

Mumbai, September 29, 2026: The Mumbai bench of the National Company Law Tribunal (NCLT) has approved the merger of Inox Infrastructure Limited with its parent company, GFL Limited, allowing the two companies to consolidate their corporate structure.

The tribunal said the proposed scheme was fair and reasonable.

Companies To Consolidate Structure

Inox Infrastructure, the transferor company, was incorporated in 2007 and was initially set up as a private limited company. It was converted into a public limited company in 2013. Its registered office was later shifted from Delhi to Maharashtra in 2021. The company was incorporated to undertake real estate and property development activities.

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GFL, the transferee company, was incorporated in 1987 as Gujarat Flourochemicals Limited. It subsequently underwent two name changes before becoming GFL Limited in 2019. The company is involved in distribution of investment products and holds investments in group companies. It is a listed entity whose shares are traded on the BSE and NSE.

Merger To Reduce Corporate Layers

The companies told the tribunal that the merger would simplify the group's structure as Inox Infrastructure is already a wholly owned subsidiary of GFL. According to the scheme, the consolidation would remove an additional corporate layer and reduce the administrative and regulatory compliances associated with maintaining separate entities.

The companies also cited savings in management and administrative costs, along with elimination of duplication in record-keeping and other functions, as reasons for the merger.

Regulatory Observations Addressed

The merger proposal had been examined by the Regional Director and the Registrar of Companies, Mumbai. Several observations relating to statutory compliance, share capital fees, accounting treatment, service of notices on regulatory authorities and other procedural matters were raised. The companies furnished undertakings and clarifications in response.

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The NCLT further directed that all assets, liabilities, tax obligations, charges and duties of Inox Infrastructure as on the appointed date would transfer to and vest in GFL once the scheme takes effect.

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