GFL Limited merger awaits ROC filing after NCLT approval

GFL Limited said on November 6, 2026 that its National Company Law Tribunal-sanctioned absorption of wholly owned INOX Infrastructure Limited remains legally pending until the order and scheme are filed with the Registrar of Companies, despite an April 1, 2026 Appointed Date; no new GFL shares will be issued.

What did GFL approve on November 6, 2026?

GFL approved the recording of the certified true copy of the National Company Law Tribunal, Mumbai Bench, Court-IV order that sanctioned the merger on November 6, 2026 through resolutions passed by circulation. The order had been pronounced on September 28, 2026 in Company Scheme Petition No. C.P.(CAA)/88(MB)/2026, connected with Company Scheme Application No. C.A.(CAA)/64(MB)/2026.

The November 6, 2026 action followed GFL’s earlier exchange disclosures of September 28, 2026 and October 16, 2026 concerning the tribunal order. The board did not state that the merger had already become effective; it instead took the certified order on record and approved the filing actions needed to implement the scheme.

The scheme is a merger by absorption of INOX Infrastructure into GFL under Sections 230 to 232 of the Companies Act, 2013 and applicable rules. INOX Infrastructure is the transferor company, while GFL is the transferee company under the tribunal-sanctioned arrangement.

When does the GFL merger become effective?

The GFL merger becomes effective only on the Effective Date, which is the last date on which the certified tribunal order and a copy of the scheme are filed with the concerned Registrar of Companies. The April 1, 2026 Appointed Date is therefore distinct from the date on which the legal steps for the merger are completed.

GFL’s November 6, 2026 announcement does not identify an Effective Date. It says GFL will separately inform the stock exchanges when the scheme becomes effective, meaning that confirmation was still outstanding at the time of the disclosure.

The board approved an electronic filing with the Registrar of Companies, Mumbai through e-Form INC-28. GFL must file the certified true copy of the September 28, 2026 order together with a copy of the scheme within 30 days from receiving the certified copy.

The disclosed deadline runs from receipt of the certified copy, rather than from the September 28, 2026 order date or the November 6, 2026 board resolution. GFL did not disclose the date it received the certified copy, so the announcement does not allow calculation of the final date for the INC-28 filing.

Will GFL issue shares for INOX Infrastructure?

GFL will not issue or allot any shares as consideration for the merger because INOX Infrastructure is a wholly owned subsidiary of GFL. The board recorded this outcome in its November 6, 2026 resolution on the tribunal-approved scheme.

Once the scheme becomes effective, the equity shares of INOX Infrastructure held by GFL will stand cancelled without any further act or deed. The stated cancellation is conditional on effectiveness, not merely on the April 1, 2026 Appointed Date or the September 28, 2026 tribunal order.

This structure differs from a merger in which shareholders of a transferor company receive shares in the transferee company. GFL’s filing gives no share-exchange ratio, cash consideration or new share allotment because the transferor is wholly owned by GFL.

The November 6, 2026 disclosure does not state the number of INOX Infrastructure shares that will be cancelled, nor does it give the subsidiary’s assets, liabilities, valuation or financial effect on GFL. It also does not disclose a change in GFL’s share capital, consistent with the board’s statement that no consideration shares will be issued.

Who can file the GFL merger documents with the ROC?

GFL authorised its directors, Chief Financial Officer, Company Secretary and Compliance Officer, and authorised representatives to sign and file e-Form INC-28 with the Registrar of Companies, Mumbai. The authority was granted in the November 6, 2026 circular resolution that also recorded the certified tribunal order.

Those authorised persons may also take consequential actions required to give effect to the scheme. The relevant filing consists of the certified true copy of the September 28, 2026 order and the scheme, and the board-approved timetable is 30 days from GFL’s receipt of the certified copy.

Lakhan Laxmi Rajam Shamala, GFL’s Company Secretary and Compliance Officer, signed the November 6, 2026 exchange announcement. GFL said a certified true copy of the order was enclosed with its disclosure and would also be available on its website.

The announcement does not say that INC-28 had already been filed as of November 6, 2026. It only says the board approved the filing, while GFL committed to a separate exchange intimation after the scheme takes effect.

Conclusion

GFL has progressed the absorption of INOX Infrastructure from tribunal sanction toward implementation, but the April 1, 2026 Appointed Date has not itself made the scheme effective. The operative remaining mechanism is filing the certified September 28, 2026 order and scheme with the Registrar of Companies, while the wholly owned structure means no new GFL shares will be issued and GFL’s INOX Infrastructure shares will be cancelled on effectiveness.

The next disclosed event is the INC-28 filing with the Registrar of Companies, Mumbai, which GFL approved within 30 days of receipt of the certified order. GFL has said it will separately notify stock exchanges once the scheme becomes effective; that notification is the outstanding confirmation because the November 6, 2026 filing gives no Effective Date.