Authority: National Company Law Tribunal, Mumbai Bench-II

Order Date: 10.07.2026

Case Overview

This is a first motion company scheme application (CA (CAA) No. 259/MB/2025) filed jointly by four companies under Sections 230-232 of the Companies Act, 2013. The application seeks approval for a composite scheme of arrangement involving:

  • Naiknarvare Constructions Private Limited (First Transferor Company, CIN: U45202PN2007PTC130271)
  • Naiknarvare Housing Developments Private Limited (Second Transferor Company, CIN: U45202PN2007PTC129973)
  • Naiknarvare Buildcon Private Limited (Demerged Company, CIN: U45201PN2019PTC181200)
  • Naiknarvare Developers Private Limited (Transferee/Resulting Company, CIN: U45200PN2007PTC131033)

All companies are engaged in real estate development, construction, and project management services, with registered offices in Pune, Maharashtra. The scheme provides for the amalgamation of the first two transferor companies with the transferee company and the demerger of the third company (demerged company) with the transferee company. The appointed date for the amalgamation of the first transferor company is 01.04.2025, and for the demerger and amalgamation of the second transferor company is 01.10.2025.

The stated rationale for the scheme is to consolidate the group's real estate business to achieve greater integration, financial strength, improved competitive position, and to enhance the project profile for a potential future Initial Public Offering (IPO) of Naiknarvare Developers Private Limited (NDPL). It also aims to enable optimal capital allocation and operational efficiencies.

The share capital of the companies as of 31.06.2025 was provided:

  • First Applicant Company: Authorized ₹1,00,00,000; Paid-up ₹85,00,000
  • Second Applicant Company: Authorized ₹2,00,00,000; Paid-up ₹51,40,640
  • Third Applicant Company: Authorized ₹1,00,000; Paid-up ₹1,00,000
  • Fourth Applicant Company: Authorized ₹30,00,00,000; Paid-up ₹1,00,000

The consideration for the scheme is outlined as follows:

  • For the First Applicant Company (wholly owned by the Fourth): No consideration; shares will be cancelled.
  • For the Second Applicant Company: 1 Non-Cumulative Redeemable Preference Share of ₹10 each in the Fourth Company for every 1 equity share held.
  • For the Third Applicant Company: 1 Non-Cumulative Redeemable Preference Share of ₹10 each in the Fourth Company for every 1 equity share held.

A joint valuation report dated 04.09.2025 by Mr. Pruthvi Praful Mota recommended this share swap ratio. Statutory auditors (K K S S & Associates and Vikram B Nagare & Associates) provided certificates confirming the accounting treatment complies with applicable standards.

The Tribunal noted that written consent was obtained from all shareholders of all four companies, and thus dispensed with the requirement to convene their meetings. Based on certificates from the statutory auditor, meetings for most classes of creditors were also dispensed with due to high consent rates by value:

  • First Applicant Co.: 1 Secured Creditor (₹6.90 Cr, 100% consent); 39 Unsecured Creditors (₹1.86 Cr, 90.66% consent).
  • Second Applicant Co.: No Secured Creditors; 218 Unsecured Creditors (₹44.70 Cr, 91.69% consent).
  • Third Applicant Co.: No Secured Creditors; 270 Unsecured Creditors (₹59.05 Cr, 90.76% consent).
  • Fourth Applicant Co.: 469 Unsecured Creditors (₹236.66 Cr, 93.317% consent).

However, for the two Secured Creditors of the Fourth Applicant Company (Transferee) amounting to ₹17.32 Cr, one consent affidavit was not in the prescribed format. Therefore, the Tribunal did not dispense with their meeting and directed it to be convened.

Final Outcome

The Tribunal disposed of the application with specific directions. A meeting of the Secured Creditors of the Fourth Applicant Company (Transferee/Resulting Company) must be convened within 60 days from the date of uploading this order. Mr. Antaryami Roy, CA, was appointed Chairperson (fee ₹1,50,000 + taxes), and Ms. Harmit Kaur, Company Secretary, was appointed Scrutinizer (fee ₹75,000 + taxes) for this meeting. The notice must be advertised in 'Business Standard' (English) and 'Loksatta' (Marathi).

The companies were also directed to serve notices with enclosures to various regulatory authorities including the Regional Director (MCA), Registrar of Companies (Mumbai), Income Tax authorities (with specific PANs and jurisdictions provided), MahaRERA, GST authorities, and the Official Liquidator of the Bombay High Court. These authorities have 30 days to raise any objections.

The scheme will become effective upon final approval, following the successful conclusion of the secured creditors' meeting and any responses from the notified authorities. Upon effectiveness, the first and second applicant companies will be dissolved without winding up.

Topics: Corporate Restructuring, Court Approval, Real Estate