NCLT Mumbai Allows First Motion For Reliance Defence Systems-Reliance Aerostructure Merger

The National Company Law Tribunal's Mumbai bench has allowed the first motion application filed by Reliance Defence Systems Private Limited for its proposed amalgamation with Reliance Aerostructure Limited.

A Bench of Judicial Member Ashish Kalia and Technical Member Banwari Lal Meena passed the order, issuing directions for proceeding with the merger process.

Both companies belong to the Anil Ambani led Reliance Group and operate in the defence and aerospace sector. Reliance Defence Systems focuses on developing capabilities in land based weapon systems, aircraft, missiles and related defence technologies. Reliance Aerostructure is engaged in the manufacture, assembly, repair and maintenance of military aircraft and their components.

Both companies are wholly owned subsidiaries of Reliance Defence Limited. The proposed amalgamation aims to consolidate the group structure, improve operational efficiencies, achieve cost savings and reduce administrative and procedural compliances. Their respective boards approved the scheme on July 7, 2025 with July 1, 2025 fixed as the appointed date.

As per the scheme, Reliance Defence Systems has a paid up equity share capital of approximately ₹158.15 crore, comprising 1,58,15,80,375 equity shares of ₹10 each. Reliance Aerostructure has a paid up share capital of ₹5 lakh, comprising 50,000 equity shares of ₹10 each.

Upon the scheme becoming effective, Reliance Aerostructure will issue and allot 1,40,000 fully paid up redeemable preference shares of ₹10 each to the shareholders of Reliance Defence Systems as consideration for the amalgamation.

The Tribunal dispensed with shareholder meetings of both companies based on consent affidavits. It also dispensed with the meeting of Reliance Defence Systems' sole unsecured creditor, whose dues stood at ₹11,800 and the meeting of Reliance Aerostructure's unsecured creditors, after obtaining consent representing 97.40% in value of its creditors' claims.

The latter company had six unsecured creditors with aggregate dues of approximately ₹396.56 crore.

The tribunal accordingly directed service of notices to the concerned regulatory authorities and the Official Liquidator. The order concerns the first-motion stage and does not constitute final approval of the merger.

For the Applicants: Advocate Ahmed M. Chunawala I/b Ahmed Chunawala & Co.