In re Embellish Houses Private Limited with Godrej Properties Limited (NCLT Mumbai)
The National Company Law Tribunal, Mumbai Bench, considered a petition under Sections 230 to 232 of the Companies Act, 2013 seeking sanction of the Scheme of Amalgamation of Embellish Houses Private Limited (Transferor Company) with Godrej Properties Limited (Transferee Company) and their respective shareholders. The Tribunal heard the counsel for the applicant companies and the Representative of the Regional Director (Western Region), Ministry of Corporate Affairs. No objector appeared to oppose the Scheme, and no averments made in the application were controverted. The Boards of Directors of both applicant companies approved the Scheme at their respective meetings held on 06.11.2025. The petition was filed pursuant to the Tribunal’s order dated 05.02.2026 in the connected Company Scheme Application, and meetings of the equity shareholders and creditors of both companies had been dispensed with by that order. The applicant companies submitted that all directions of the Tribunal had been complied with and undertook to comply with all statutory requirements. The Transferee Company’s equity shares were stated to be listed on BSE and NSE. The applicant companies stated that they were engaged in real estate development and related activities and set out the rationale for the amalgamation, including consolidation of business operations, streamlined group structure, operational efficiencies, cost reduction, elimination of duplication, and simplification of financial consolidation. As the Transferor Company was a wholly owned subsidiary of the Transferee Company, no shares of the Transferee Company were to be issued under the Scheme, and the Transferor Company’s shares were to stand cancelled upon the Scheme becoming effective.
