NCLT Ahmedabad Directs Ganesh Housing To Convene Shareholders' Meeting For Merger With Gatil Properties

The National Company Law Tribunal (NCLT), Ahmedabad, on 7 October directed Ganesh Housing Limited to convene a meeting of its equity shareholders to consider the proposed amalgamation of its wholly owned subsidiary, Gatil Properties Private Limited, with the company.

A Bench of Judicial Member Shammi Khan and Technical Member Sanjeev Sharma dispensed with meetings of the secured and unsecured creditors of both companies, observing that the scheme would neither reduce nor extinguish their liabilities and that the merged entity was expected to have assets exceeding its liabilities.

Gatil Properties Private Limited was incorporated in 2002 and is engaged in land purchase and real estate development. Ganesh Housing Limited, incorporated in 1991, is a listed public company engaged in residential, commercial, retail and infrastructure development. Gatil Properties is a wholly owned subsidiary of Ganesh Housing.

The scheme proposes to amalgamate Gatil Properties, the Transferor Company, with Ganesh Housing, the Transferee Company, as a going concern with effect from 1 April 2025. The stated rationale includes simplifying the corporate structure, eliminating inter-company transactions, consolidating resources and strengthening the balance sheet.

The amalgamation is also expected to improve financial flexibility, enhance borrowing capacity, facilitate better utilisation of assets and credit lines, streamline governance, improve transparency and unify management.

Gatil Properties had two equity shareholders, both of whom consented to the scheme. It had no secured creditors or preference shareholders and had 31 unsecured creditors whose rights would remain unaffected.

Ganesh Housing had more than 33,000 equity shareholders, two secured creditors with outstanding debt of Rs. 171.69 crore and 329 unsecured creditors with outstanding debt of Rs. 568.82 crore. It had no preference shareholders.

The applicants submitted that both companies had assets exceeding their liabilities and that the scheme involved no compromise with creditors or reduction in their liabilities. They sought dispensation of the equity shareholders' meeting of Gatil Properties and the meetings of secured and unsecured creditors of both companies, contending that creditors' rights would remain unaffected.

They also sought directions to convene a meeting of Ganesh Housing's equity shareholders. Further, notices to the Competition Commission of India were unnecessary because Gatil Properties was a wholly owned subsidiary of Ganesh Housing. They also stated that the accounting treatment proposed under the scheme complied with the accounting standards prescribed under Section 133 of the Companies Act, 2013.

Ganesh Housing submitted that it had obtained no-objection certificates from the stock exchanges and that no proceedings or investigations were pending against either company.

The Tribunal referred to Mahaamba Investments Ltd. v. IDI Ltd., which held that meetings of creditors may be dispensed with where their rights remain unaffected and the company's assets exceed its liabilities.

Accordingly, the NCLT dispensed with the meetings of equity shareholders and unsecured creditors of Gatil Properties. It directed Ganesh Housing to convene a meeting of its equity shareholders on 21 November 2026 at 12 noon through video conferencing or other audio-visual means (VC/OAVM). The meetings of Ganesh Housing's secured and unsecured creditors were also dispensed with.

It appointed former Judicial Member Harnam Singh Thakur as Chairperson of the shareholders' meeting and Advocate Devansh G. Ramakrishnan as Scrutinizer. It further directed both companies to issue individual notices to the concerned statutory authorities and allowed the application.