The National Company Law Tribunal (NCLT), Ahmedabad Bench, has sanctioned the Scheme of Arrangement and Amalgamation between Triumph Offshore Private Limited (Transferor Company) and Swan Defence & Heavy Industries (Transferee Company). The order, passed on August 6, 2026, consolidates the offshore operations of both entities under a single corporate structure, aiming to streamline vessel design, construction, financing, and management. This strategic move is designed to enhance competitive positioning in global shipbuilding and heavy engineering sectors while creating economies of scale.

The scheme becomes effective upon filing the certified copy of the order with the Registrar of Companies, Ahmedabad. Under the approved arrangement, Triumph Offshore will be dissolved without winding up, and all its assets, liabilities, rights, and obligations will vest in Swan Defence. The appointed date for the scheme is April 1, 2024. Equity shareholders of Triumph Offshore holding fully paid-up equity shares as on the effective date will receive 1,325 new preference shares of Swan Defence (face value ₹10 each) for every 1,000 equity shares held. This exchange ratio was recommended by Registered Valuer Pawan Shivkumar Poddar based on a valuation date of November 22, 2024.

A critical component of the scheme is the reduction and reorganization of Swan Defence’s share capital. As per audited financial statements as of March 31, 2024, Swan Defence carried a debit balance in its Retained Earnings Account of ₹2,10,649.38 lakhs. To address this, the credit balances from Capital Reserves (₹79,745.87 lakhs) and Securities Premium (₹1,50,011.33 lakhs) will be adjusted against the retained earnings deficit. The company stated this adjustment would result in a true and fair reflection of 'Other Equity' in the balance sheet and enable future dividend payments without impacting the shareholding pattern or liquidity.

Regulatory Compliance and Observations

The NCLT addressed several observations from statutory authorities before sanctioning the scheme. The Regional Director and Registrar of Companies highlighted discrepancies in the Index of Charges on the MCA portal versus disclosures made by the companies. Swan Defence clarified that pending charges were pre-Corporate Insolvency Resolution Process (CIRP) liabilities extinguished under the Insolvency and Bankruptcy Code, 2016, following the approval of its resolution plan on December 23, 2022. The company undertook to resolve remaining discrepancies in the charge records.

Additionally, authorities noted non-compliances related to Corporate Social Responsibility (CSR) filings for FY 2020-21 and FY 2021-22 by Triumph Offshore, and delayed Annual General Meetings (AGMs) for Swan Defence for FY 2020-21 to FY 2022-23. Swan Defence submitted that these defaults occurred during the CIRP period under previous management or resolution professionals and are covered by the 'clean slate' provision of the IBC. The company filed belated CSR forms and compounding applications for AGM delays, undertaking full compliance with future statutory requirements.

Financial Position of Entities

The financial data presented to the tribunal highlights the differing scales of the two entities prior to amalgamation. For the financial year 2024-25, Triumph Offshore reported revenue from operations of ₹38,103.52 lakhs and a profit before tax of ₹1,55,819.83 lakhs, driven significantly by other income of ₹1,90,159.30 lakhs. In contrast, Swan Defence reported revenue from operations of ₹703.46 lakhs and a loss before tax of ₹18,149.30 lakhs during the same period, despite other income of ₹1,050.62 lakhs. The authorized share capital of Triumph Offshore was ₹50,00,00,00,000, while Swan Defence’s was ₹1,50,00,00,00,000. Post-merger, the consolidated authorized share capital will be ₹2,00,00,00,00,000.

What the Numbers Show

The financial profile of Triumph Offshore reveals a significant divergence between operational revenue and total profitability. With revenue from operations at ₹38,103.52 lakhs but profit before tax exceeding ₹1.55 lakh crores, the entity’s earnings are predominantly driven by non-operational 'other income' rather than core business activities. Conversely, Swan Defence’s operational revenue is minimal relative to its scale, and it continues to report losses from operations. The amalgamation appears strategically focused on integrating Triumph Offshore’s asset base and capabilities into Swan Defence’s larger corporate structure, leveraging the latter’s post-insolvency clean slate to absorb historical complexities while potentially utilizing the transferee’s reserve positions to stabilize balance sheet metrics.

Swan Defence & Heavy Industries has secured an export order from Svitzer for the supply of four advanced Transverse 3200 tugs. The deal is valued between ₹251 crore and ₹750 crore, representing a significant contract win for the company in the international marine and defence vessel segment.

Order Details

The following table summarises the key parameters of the export order:

Significance of the Order

The contract involves the construction and delivery of four Transverse 3200 tugs for Svitzer, a prominent player in the global towage and marine services industry. The Transverse 3200 is an advanced tug design, and this order highlights Swan Defence & Heavy Industries' position as a capable manufacturer of specialised marine vessels for international markets.

The export deal, valued between ₹251 crore and ₹750 crore, reflects the company's growing footprint in the global marine defence and commercial vessel space, with Svitzer representing a notable international client for this order.