NCLT Ahmedabad Sanctions Merger Of Triumph Offshore With Swan Defence And Heavy Industries

The Ahmedabad bench of the National Company Law Tribunal (NCLT) has sanctioned the merger of Triumph Offshore Private Limited (TOPL) with Swan Defence and Heavy Industries Limited (SDHIL), two group companies involved in activities including the purchase, sale, charter hire, construction, and repair of ships, boats and vessels.

The scheme takes April 1, 2024 as its appointed date. The order was pronounced on August 6, 2026 by Judicial Member Shammi Khan and Technical Member Sanjeev Sharma.

The bench observed, “The Scheme has been approved by the requisite statutory majority of the equity shareholders of the Transferee Company in accordance with Section 230(6) of the Companies Act, 2013. The observations made by the statutory authorities are primarily procedural in nature and stand adequately addressed through the replies, clarifications and undertakings furnished by the Petitioner Companies.”

Under the scheme, TOPL will merge into SDHIL, with its assets, rights, liabilities and obligations transferring to SDHIL. The arrangement also provides for reduction and reorganisation of SDHIL's share capital.

The companies belong to the same group. They told the NCLT that the merger would consolidate their activities in a single entity and allow the combined business to use their complementary capabilities. The companies also said the merged entity would cover the value chain from vessel design and construction to financing, leasing and management.

SDHIL had undergone corporate insolvency resolution proceedings and had suffered substantial losses. It also carried a debit balance in its retained earnings account. Under the scheme, its Capital Reserve and Securities Premium would be adjusted against that debit balance.

SDHIL's equity shareholders approved the scheme with the requisite majority, including the requisite majority of public shareholders.

The Regional Director and Registrar of Companies raised concerns over issues including the appointed date, capital reserves, corporate social responsibility compliance and delayed annual general meetings. The companies addressed these through affidavits and undertakings.

The Income Tax Department did not object to the scheme but reserved its statutory rights. BSE and NSE had also issued observation letters, which SDHIL undertook to comply with.

The bench found the scheme fair and reasonable, and not contrary to law or public policy. It also observed that the tribunal does not sit in appeal over shareholders' commercial decisions unless the scheme is unfair, unreasonable or contrary to law.

Once effective, SDHIL will issue 1,325 fully paid-up preference shares for every 1,000 fully paid-up equity shares of TOPL held on the effective date. The scheme will take effect when the certified copy of the order is filed with the Registrar of Companies, or on another date specified in the scheme.