Triumph Offshore Private Limited Vs Swan Defence and Heavy Industries Limited (NCLT Ahmedabad)
The NCLT Ahmedabad considered joint Company Petition CP(CAA)/28(AHM)2026 in CA(CAA)/17(AHM)2026, filed under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The petition sought sanction of the Scheme of Arrangement and Amalgamation between Triumph Offshore Private Limited, the Transferor Company, and Swan Defence and Heavy Industries Limited, the Transferee Company, with the Appointed Date of 01.04.2024. The Scheme also provided for reduction and reorganisation of the Transferee Company’s share capital.
The Tribunal had earlier dispensed with meetings of the equity shareholders of the Transferor Company and the secured and unsecured creditors of both companies, while directing a meeting of the Transferee Company’s equity shareholders. The cut-off date was subsequently modified from 15.04.2026 to 18.05.2026. The equity shareholders’ meeting was held on 25.05.2026, and the Chairman reported that the Scheme was approved by the requisite majority.
Rationale for Amalgamation and Capital Reorganisation
The Transferee Company had suffered substantial losses and undergone Corporate Insolvency Resolution Process. According to the Scheme, its audited financial statements as at 31 March 2024 reflected a debit balance in Retained Earnings alongside unutilised credit balances in Capital Reserve and Securities Premium. The proposed capital reorganisation contemplated adjustment of the Capital Reserve and Securities Premium against the debit balance in Retained Earnings.
