NCLT Ahmedabad Allows First Motion in Triumph Offshore–Swan Defence Amalgamation

April 13, 2026 : The National Company Law Tribunal (NCLT), Ahmedabad Bench has approved the first motion application filed by Triumph Offshore Pvt. Ltd. and Swan Defence and Heavy Industries Ltd. in relation to their proposed scheme of arrangement and amalgamation under Sections 230–232 of the Companies Act, 2013.

The Bench comprising Judicial Member Shammi Khan and Technical Member Sanjeev Sharma, in its order dated April 13, 2026, observed that the scheme is prima facie fair, reasonable, and not violative of public policy or the interests of stakeholders. The Tribunal found that the application satisfied all statutory requirements under the Companies Act and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The scheme contemplates the amalgamation of Triumph Offshore Pvt. Ltd., the transferor company, with Swan Defence and Heavy Industries Ltd., the transferee company, along with a reduction and reorganisation of the transferee company’s capital with effect from April 1, 2024. The Tribunal noted that Triumph Offshore, a wholly owned subsidiary of Swan Corp Ltd., is engaged in vessel operations, while Swan Defence and Heavy Industries Ltd., a listed company, operates in the shipbuilding and heavy engineering sector.

Recording the rationale behind the scheme, the Tribunal observed that the amalgamation would facilitate consolidation of group activities, enable end-to-end control over the value chain, and improve operational efficiency and competitiveness.

On stakeholder participation, the Tribunal took note that all seven equity shareholders of the transferor company had submitted consent affidavits approving the scheme. In view of this, it dispensed with the requirement of convening meetings of shareholders as well as secured and unsecured creditors of the transferor company. It further observed that no compromise or arrangement was proposed with creditors and that their rights would remain unaffected since liabilities were neither being reduced nor extinguished.

In contrast, given the large shareholder base of the transferee company, comprising over 89,000 equity shareholders, the Tribunal directed that a meeting of its shareholders be convened on May 25, 2026 through video conferencing or other audio-visual means. The process will include remote e-voting and e-voting during the meeting. The Tribunal also mandated that the scheme must receive approval from a majority of public shareholders in accordance with SEBI requirements.

The Tribunal dispensed with meetings of secured and unsecured creditors of both companies, noting that the scheme does not involve any reduction of liabilities and that the net worth of the transferee company is expected to improve upon implementation. It also appointed a Chairperson and Scrutinizer to supervise the shareholders’ meeting and ensure compliance with procedural requirements.

Further directions were issued for serving notices to statutory and regulatory authorities, including the Regional Director, Registrar of Companies, Official Liquidator, SEBI, stock exchanges, and income tax authorities. The Tribunal also mandated publication of notices, circulation of scheme documents, and filing of compliance affidavits prior to consideration of the second motion petition.

Accordingly, the Tribunal allowed the first motion application and directed strict compliance with all statutory and procedural requirements before the scheme is taken up for final sanction.