NCLT Ahmedabad Allows First Motion in Triumph Offshore–Swan Defence Merger

On 13 April 2026, the Ahmedabad National Company Law Tribunal (NCLT) approved the first motion application filed jointly by Triumph Offshore Pvt. Ltd. and Swan Defence and Heavy Industries Ltd., in proceedings seeking sanction of their proposed scheme of arrangement and amalgamation under Sections 230–232 of the Companies Act, 2013.

A Bench comprising Judicial Member Shammi Khan and Technical Member Sanjeev Sharma reiterated that shareholder and creditor meetings may be dispensed with where statutory conditions are satisfied and no prejudice is caused to stakeholders.

It directed:

“The Registry and the Applicant Companies are directed to communicate a copy of this order to the Chairperson and Scrutinizer, within three working days after the pronouncement of the order.”

Triumph Offshore Pvt. Ltd., incorporated in 2017, is a wholly owned subsidiary of Swan Corp Ltd. (formerly Swan Energy Ltd.), engaged in vessel operations. Swan Corp Ltd. is a listed public company on the BSE and NSE.

Swan Defence and Heavy Industries Ltd., incorporated in 1997 and formerly known as Reliance Naval and Engineering Ltd., is a listed company engaged in shipbuilding and heavy engineering.

The scheme envisaged the amalgamation of Triumph Offshore Pvt. Ltd. (Transferor Company) into Swan Defence and Heavy Industries Ltd. (Transferee Company), along with reduction and reorganisation of Swan Defence's capital. The appointed date for the scheme was fixed as 1 April 2024.

The applicants stated that the arrangement aimed to create value for shareholders of the transferee company and to consolidate group operations, including purchase, sale, and charter hire activities, into a more integrated and competitive structure.

Swan Defence, which had undergone a corporate insolvency resolution process and incurred substantial losses over past years, carried a debit balance in its retained earnings account. The capital reduction and reorganisation were intended to set off these accumulated losses against unutilised balances in the capital reserve and securities premium accounts, thereby presenting a more accurate financial position.

The applicants sought dispensation of meetings of Triumph Offshore's equity shareholders, secured creditors, and unsecured creditors, noting that all seven equity shareholders had consented and creditor interests remained unaffected. For Swan Defence, they sought directions to convene a meeting of approximately 89,000 equity shareholders to consider the scheme.

The Tribunal held that the scheme was fair, reasonable, and not contrary to public policy, noting that no compromise or reduction of creditor claims was involved and that creditors would be paid in the ordinary course of business. It therefore dispensed with meetings of secured and unsecured creditors of both companies.

For Triumph Offshore, the Bench dispensed with the shareholders' meeting in view of unanimous consent. It directed Swan Defence to convene a meeting of its equity shareholders on 25 May 2026 through video conferencing with remote e-voting facilities.

The Tribunal appointed Abhay Ranjan as Chairperson and Mubassir Jalees Khan as Scrutinizer to supervise the meeting and directed issuance of notices to statutory authorities, including the Regional Director, Registrar of Companies, Official Liquidator, SEBI, BSE, NSE, and Income Tax authorities.

Accordingly, the NCLT allowed the application.

APPLLICANTS ADVOCATE/ PROFESSIONAL: Advocate Ravi Pahwa