Date: 6th August, 2026

Scheme Overview

The Hon'ble National Company Law Tribunal (NCLT), Ahmedabad Bench sanctioned the Scheme of Arrangement and Amalgamation between Triumph Offshore Private Limited (Transferor Company) and Swan Defence and Heavy Industries Limited (Transferee Company) under Sections 230 to 232 read with Section 66 and Section 52 of the Companies Act, 2013. The Appointed Date for the scheme is 1st April, 2024.

Rationale of the Scheme

Capital Reorganization:

  • Transferee Company had suffered substantial losses and undergone Corporate Insolvency Resolution Process
  • As of 31st March 2024, Transferee Company had debit balance in Retained Earnings Account of ₹(2,10,649.38) lakhs
  • Unutilized credit balances: Capital Reserve ₹79,745.87 lakhs, Securities Premium ₹1,50,011.33 lakhs
  • Scheme enables utilization of Capital Reserve and Securities Premium to set off debit balances in Retained Earnings Account
  • Proposed adjustment does not impact shareholding pattern or capital structure

Amalgamation Benefits:

  • Both companies belong to same group
  • Consolidation of all activities including purchase, sale, charter hire, constructions, repairs of ships, boats, vessels
  • Creates more competitive entity capable of competing with global players in ship building and heavy engineering
  • Position merged entity to benefit from growing demand for naval defense, energy infrastructure, and commercial shipping
  • Creates economies of scale, cost reduction, and simplified management

Financial Position of Companies

Triumph Offshore Private Limited (Transferor Company):

  • As on 31.12.2025: Authorized share capital ₹50,00,00,00,000/-
  • Issued, subscribed and fully paid-up capital ₹12,03,75,00,000/-
  • FY 2024-2025: Revenue from operations ₹38,103.52 lakhs, Other income ₹1,90,159.30 lakhs
  • Profit before tax ₹1,55,819.83 lakhs

Swan Defence and Heavy Industries Limited (Transferee Company):

  • As on 31.12.2025: Authorized share capital ₹1,50,00,00,00,000/-
  • Issued, subscribed and fully paid-up capital ₹52,68,21,500/-
  • FY 2024-2025: Revenue from operations ₹703.46 lakhs, Other income ₹1,050.62 lakhs
  • Loss before tax ₹18,149.30 lakhs

Consideration Structure

Upon scheme effectiveness, Transferee Company shall issue:

  • 1,325 Preference Shares of SDHIL (face value ₹10 each) for every 1,000 Equity Shares of TOPL (face value ₹10 each)
  • New Preference Shares will be credited as fully paid up

Regulatory Observations and Company Responses

Regional Director Observations:

1. Appointed Date is 1 year 11 months old (filed 27.03.2026 for 01.04.2024 date)

  • Response: Delay explained due to requirement of SEBI/Stock Exchange approval process

2. Capital Reserve arises from extinguished and forfeited equity shares based on Resolution Plan approved by NCLT

  • Response: Accounting treatment certified by Statutory Auditors, no adverse observations from BSE/NSE

3. Enhanced authorized share capital post-merger will be ₹2,00,00,00,00,000/-

  • Response: Company undertakes to pay differential fees after set-off under Section 232(3)(i)

4. Compliance with SEBI circulars and stock exchange observations

  • Response: Company confirms compliance and undertakes continued adherence

Registrar of Companies Observations:

1. Qualified remarks in Statutory Auditor reports for FY 2022-23

  • Response: Attributes to pre-CIRP period, resolved through Resolution Plan approval

2. Objection from shareholder Himanshu Soni (31 shares, 0.00006% holding)

  • Response: Objection doesn't affect scheme approval given statutory majority approval

3. CSR compliance issues for Transferor Company

  • Response: Belated e-form CSR-2 filed for FY 2021-22 (SRN AC4169562)

4. Non-filing of e-Form DPT-3 for FY 2019-20 to 2022-23

  • Response: Attributes to pre-CIRP period, extinguished under Resolution Plan

5. AGM convening delays (1,074 days for FY 2020-21, 770 days for FY 2021-22, 454 days for FY 2022-23)

  • Response: Attributes to CIRP period, extinguished under Resolution Plan

6. Charges registration discrepancies

  • Response: Old charges from pre-CIRP period, company repaid all secured lenders and obtained new loan from NaBFID

Tribunal Directions and Conditions

1. Scheme sanctioned with Appointed Date of 01.04.2024

2. Transferor Company shall be dissolved without winding up

3. Transferee Company to continue complying with SEBI LODR Regulations and stock exchange observations

4. Companies to preserve books of accounts and records as per Section 239 of Companies Act, 2013

5. Companies to pay differential fees on enhanced authorized share capital after set-off

6. Companies to file certified copy of order with ROC within 30 days via e-Form INC-28

7. Companies to lodge order with Superintendent of Stamps for stamp duty adjudication within 30 days

8. Legal fees: ₹50,000 to Regional Director office, ₹25,000 to Official Liquidator office

9. Income Tax Department retains rights to examine tax implications under Income Tax Act, 1961

10. Statutory Auditors to ensure accounting treatment compliance with Section 133 of Companies Act, 2013

Voting and Approval

  • Meeting of Equity Shareholders of Transferee Company convened on 25.05.2026
  • Scheme approved with requisite statutory majority as required under Act and SEBI Master Circular
  • Meetings of other stakeholders dispensed with as per order dated 13.04.2026