Is India's Single Bench Merger Reform Ready For Listed Companies Or Has The JPC Left SEBI Out? A Post-Report Reassessment, With A Four- Jurisdiction Comparative Study
Manas Kejriwal, B.B.A. LL.B. (Hons.), SRM University Delhi-NCR, Sonepat
ABSTRACT
The Corporate Laws (Amendment) Bill, 2026, introduced in the Lok Sabha on March 23, 2026 and comprising 107 clauses amending the Companies Act, 2013 and the Limited Liability Partnership Act, 2008, proposes a significant restructuring of how mergers are approved in India.1 Currently, when companies located in different states want to merge, they must file applications before multiple benches of the National Company Law Tribunal (NCLT) at the same time. This creates delays, extra costs, and coordination problems. The Amendment Bill fixes this by requiring merger applications under Sections 230 to 233 to be filed before a single NCLT bench: the one with jurisdiction over the transferee or resultant company. This article welcomes that reform, but argues that neither the Bill as introduced, nor the Report of the Joint Parliamentary Committee (JPC) presented on August 3, 2026, resolves a structural problem the reform creates: how the accelerated, single-bench NCLT process is to interact with SEBI's separate, mandatory pre-filing review of mergers involving listed companies. This article examines that unresolved conflict in detail and undertakes a comparative study of how four common-law jurisdictions, The United Kingdom, Singapore, Hong Kong, and Australia coordinate their court-sanctioned scheme processes with the jurisdiction of their respective securities regulators. Drawing on these models, in particular the statutory notice and no-objection mechanism built into Section 411 of Australia's Corporations Act, the article offers four specific, drafting-ready recommendations for the Rules-making stage that now lies ahead of the Bill.
Keywords: Corporate Laws (Amendment) Bill 2026, NCLT single bench, Joint Parliamentary Committee Report 2026, SEBI jurisdiction, schemes of arrangement, listed companies, mergers and amalgamations, comparative mergers law, Securities Industry Council, Hong Kong Companies Ordinance, Australian Corporations Act.
