The National Company Law Tribunal (NCLT) Ahmedabad Bench has approved the scheme of arrangement and amalgamation between Swan Defence & Heavy Industries and Triumph Offshore Private Limited. The order, pronounced on August 6, 2026, consolidates the two entities into a single operational unit effective from the appointed date of April 1, 2024.

Swan Defence, formerly known as Reliance Naval and Engineering Limited, will emerge as the transferee company in the merger. The tribunal’s sanction follows a comprehensive review of statutory observations from the Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Department. All regulatory concerns were addressed through clarifications and undertakings filed by the petitioner companies.

Scheme Details and Rationale

The amalgamation seeks to integrate Triumph Offshore’s activities with Swan Defence’s existing operations. According to the scheme rationale, the merger will consolidate purchase, sale, charter hire, construction, and repair activities for ships and vessels under one entity. This integration is intended to exploit complementary capabilities across the value chain, from vessel design to financing and management.

Key financial metrics disclosed in the petition highlight the scale of the transferor company relative to the transferee. For the financial year 2024-25:

Triumph Offshore reported significant other income during FY25, contributing substantially to its pre-tax profit position. In contrast, Swan Defence posted a loss before tax for the same period, reflecting its ongoing restructuring post-insolvency.

Capital Restructuring and Balance Sheet Impact

A critical component of the scheme involves the reduction and reorganization of Swan Defence’s share capital. As of March 31, 2024, the company carried a debit balance in its Retained Earnings Account of ₹2,10,649.38 lakh. This deficit will be set off against unutilized credit balances in Capital Reserve (₹79,745.87 lakh) and Securities Premium (₹1,50,011.33 lakh).

What the Numbers Show

The proposed capital adjustment reveals a significant divergence between Swan Defence’s accumulated losses and its available reserves. With retained earnings at ₹2,10,649.38 lakh in debit and combined reserves of approximately ₹2,29,757.20 lakh in credit, the set-off operation is designed to neutralize the accumulated deficit. This restructuring does not involve any financial outflow but aims to present a "true and fair" reflection of equity, potentially enabling future dividend distributions as per the Companies Act, 2013.

Consideration and Share Exchange

Upon effectiveness, Triumph Offshore shareholders will receive new preference shares from Swan Defence. The exchange ratio is fixed at 1,325 preference shares of face value ₹10 each for every 1,000 equity shares of face value ₹10 held in Triumph Offshore. This ratio was recommended by a registered valuer based on a valuation date of November 22, 2024.

Regulatory Compliance and Observations

The tribunal noted several procedural observations from statutory authorities:

• Regional Director: Raised queries regarding the gap between the appointed date (April 1, 2024) and the filing date (March 2026). The companies clarified that the delay was due to the time required to obtain no-objection certificates from stock exchanges.
• Registrar of Companies: Highlighted past non-compliances related to CSR filings and deposit returns (DPT-3) during the Corporate Insolvency Resolution Process (CIRP) period. The companies asserted that these liabilities were extinguished under the approved Resolution Plan.
• Income Tax Department: Stated it had no objection to the scheme but reserved its rights to examine tax implications under the Income-tax Act, 1961.

The tribunal directed the companies to preserve books of accounts as per Section 239 of the Companies Act, 2013, and to file the certified copy of the order with the Registrar of Companies within 30 days. Stamp duty adjudication must be completed within 60 days of receiving the certified order.

Swan Defence and Heavy Industries will close its register of members and share transfer books from August 27, 2026, to September 2, 2026, inclusive of both days. The closure is necessary to determine the list of shareholders eligible to attend and vote at the company’s forthcoming annual general meeting (AGM).

The AGM is scheduled to be held on Wednesday, September 2, 2026, at 11:30 am through video conferencing or other audio-visual means. The company issued the notice on August 20, 2026, pursuant to Section 91 of the Companies Act, 2013, Rule 10 of the Companies (Management and Administration) Rules, 2014, and Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the closure period, no transfer of shares will be processed. Shareholders holding shares as on the record date will be eligible to participate in the meeting. The company published the notice in the Financial Express (English and Gujarati editions) and made it available on its website.

What the Numbers Show

The source material contains no financial performance data, revenue figures, or balance sheet metrics. Consequently, no analytical observation regarding financial trends or operational efficiency can be derived from this filing. The disclosure is strictly procedural, relating only to corporate governance and shareholder eligibility.