Godrej Properties Merger Update: NCLT Approves Scheme of Amalgamation

Godrej Properties Ltd has received an important regulatory approval in connection with its proposed Scheme of Amalgamation, with the National Company Law Tribunal (NCLT), Mumbai Bench approving the scheme.

The NCLT order states that the requisite statutory compliances had been fulfilled and that no objections had been received from the relevant authorities, creditors, members or other stakeholders. The tribunal consequently allowed the company petition and made the Scheme of Amalgamation absolute.

Godrej Properties Merger: Key Details

The order relates to the amalgamation proceedings involving the applicant companies, with the scheme having an appointed date of November 1, 2025. The order specifically confirms the appointed date as 01.11.2025.

NCLT Approves the Scheme

According to the tribunal order, the Official Liquidator submitted a report stating that the affairs of the transferor company had not been conducted in a manner prejudicial to public interest or the interests of its creditors.

The Income Tax Department also communicated that it had no objection to approval of the Scheme of Amalgamation, subject to protection of its interests. The NCLT observed that the scheme appeared fair and reasonable, was not contrary to law or public policy, and that no objections had been received from authorities, creditors, members or other stakeholders.

The tribunal therefore allowed the company petition and made the Scheme of Amalgamation absolute.

What Happens After NCLT Approval?

The approval does not mean that all procedural steps are immediately complete. The NCLT order requires the applicant company to undertake several consequential and statutory compliances.

The company has been directed to file a certified copy of the NCLT order along with the Scheme of Amalgamation with the Registrar of Companies through e-Form INC-28 within 30 days from receipt of the order. It is also required to submit the certified order and authenticated scheme to the concerned Superintendent of Stamps for adjudication of stamp duty, if applicable, within the prescribed period.

Transferor Company to Be Dissolved Without Winding Up

One of the important consequences specified in the order is that, once the scheme becomes effective, the Transferor Company will stand dissolved without being wound up.

The order also states that the Income Tax Department retains the right to examine any tax payable as a consequence of the scheme. If the scheme is ultimately found to result in tax avoidance under applicable income-tax provisions, the tax authorities can take appropriate action.

Why This Merger Matters for Investors

For investors tracking Godrej Properties, the NCLT approval is an important corporate-development milestone because it moves the amalgamation process beyond the tribunal approval stage.

However, investors should distinguish between NCLT approval and the scheme becoming fully effective. The order specifies that the scheme becomes operative after the required conditions and matters are fulfilled, obtained or waived and the certified NCLT order is filed with the Registrar of Companies.

Therefore, the next developments to monitor include:

• Filing of the NCLT order and scheme with the Registrar of Companies
• Completion of remaining statutory and regulatory requirements
• Effectiveness of the amalgamation
• Consequential corporate and accounting changes
• Any further stock-exchange disclosures by the company

Investor Takeaway

The NCLT’s approval represents a significant step forward for the proposed amalgamation involving Godrej Properties. The tribunal found the scheme fair and reasonable and noted that the required statutory compliances had been fulfilled, with no objections received from the relevant stakeholders.

For shareholders, the key point is that the merger process has received tribunal approval, but investors should continue to track the subsequent filings and the effective date of the scheme before assessing its complete financial or corporate impact.