NCLT Mumbai Allows First Motion For Merger Of Jindal Mittal Promoters Into Jindal Mittal Graha Nirman

The National Company Law Tribunal's Mumbai Bench has allowed the first-motion application for the proposed merger by absorption of Jindal Mittal Promoters and Builders Pvt Ltd into Jindal Mittal Graha Nirman Pvt Ltd, directing meetings of certain secured and unsecured creditors to consider the scheme.

A Bench comprising Judicial Member Lakshmi Gurung and Technical Member Hariharan Neelakanta Iyer passed the order in an application under Sections 230-232 of the Companies Act, 2013.

Both companies are engaged in real estate development and contracting.

The companies had approached the Tribunal seeking dispensation of shareholder and creditor meetings. Their respective boards approved the scheme through resolutions dated June 11, 2025, with January 1, 2025, as the appointed date.

Under the proposed share exchange ratio, Jindal Mittal Graha Nirman will issue 100 fully paid up equity shares for every 1,985 fully paid up equity shares held in Jindal Mittal Promoters and Builders. The transferor company has a paid-up share capital of ₹5 lakh, while the transferee company has a paid-up share capital of ₹4.25 lakh.

The Tribunal noted that all equity shareholders of both companies had consented to the scheme and accordingly dispensed with their meetings.

However, the transferee company has secured creditors with dues aggregating to ₹1.03 crore and unsecured creditors with dues of approximately ₹50.34 crore. The transferor company has one unsecured creditor with outstanding dues of ₹65,000.

Accordingly, the Tribunal directed that meetings of the transferee company's secured creditors and both companies' unsecured creditors be convened within 60 days.

It also directed notices to be issued to the concerned statutory and regulatory authorities, including the Regional Director, Registrar of Companies, Income Tax Department, Official Liquidator and MahaRERA. The companies must file the Company Scheme Petition after complying with the directions.

For the Applicant Companies: Advocates Prashant Thakre a/w Kanishk Garg, Dakshita Garg & Siddhi Jain