NCLT Mumbai Approves Merger Of Wholly-Owned Subsidiary Embellish Houses Into Godrej Properties

The Mumbai Bench of the National Company Law Tribunal (NCLT) has recently sanctioned the scheme for amalgamation of Embellish Houses Private Limited, a wholly owned subsidiary of Godrej Properties Limited, with the listed real estate company after finding the proposal to be fair, reasonable, and in accordance with law.

The tribunal fixed November 1, 2025, as the appointed date for the merger.

A bench of Technical Member Anil Raj Chellan and Judicial Member K.R. Saji Kumar held that the scheme was not contrary to law or public policy and noted that no objections had been received from any authority, creditor, member or other stakeholder.

"From the material on record, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy. Moreover, no objection has been received so far from any authority, creditors, members, or other stakeholders." tribunal noted. 

The Boards of both companies approved the merger scheme on November 6, 2025. In the first motion on February 5, 2026, the NCLT dispensed with meetings of the equity shareholders and creditors of both companies.

The Tribunal noted that Embellish Houses a wholly owned subsidiary of Godrej Properties, would merge with the transferee company to consolidate the group's real estate business, streamline its corporate structure, reduce regulatory compliances, improve operational efficiency and eliminate duplication of administrative functions.

Since the transferor company was wholly owned, no shares would be issued pursuant to the merger and its existing share capital would stand cancelled upon the scheme becoming effective.

The Regional Director informed the Tribunal that the explanations and undertakings furnished by the companies were satisfactory and raised no objection. T

the Official Liquidator also reported that the affairs of the transferor company had not been conducted in a manner prejudicial to public interest or creditors while the Income Tax Department stated it had no objection subject to protection of its interests.

Finding that no objections had been received from any stakeholder and that all statutory compliances had been fulfilled, the Tribunal sanctioned the merger with effect from November 1, 2025.

Upon the scheme becoming effective, Embellish Houses will stand dissolved without being wound up.

For Applicants: Advocate Hemant Sethi along with Advocate Tanaya Sethi

For Regional Director: Bhagwati Prasad, Assistant Director, O/o RD(WR), MCA.