Swan Defence NCLT Sanctions Amalgamation with Triumph Offshore

Swan Defence and Heavy Industries Limited (formerly Reliance Naval and Engineering Limited) has received sanction from the Hon’ble National Company Law Tribunal, Ahmedabad Bench, for the Scheme of Arrangement and Amalgamation between Triumph Offshore Private Limited and Swan Defence and Heavy Industries Limited. This order was passed on August 6, 2026. The scheme will become effective upon filing the certified copy of the order with the Registrar of Companies. The amalgamation aims to consolidate group activities, streamline operations across the value chain, and create a more competitive entity to capitalize on growing demand in naval defence, energy infrastructure, and commercial shipping sectors globally. The scheme also involves the reduction and reorganization of Swan Defence's share capital, utilizing its Capital Reserve and Securities Premium to offset the debit balance in its Retained Earnings Account as of March 31, 2024. Various statutory and regulatory authorities, including the Regional Director and Registrar of Companies, provided observations regarding the appointed date, capital restructuring, and compliance with SEBI regulations, to which the company has provided responses and undertakings. The company confirmed that no Corporate Insolvency Resolution Process (CIRP) or winding-up petition is pending against it. The scheme's rationale includes achieving economies of scale, cost reduction, and simplified management for better long-term performance. The appointed date for the scheme is April 1, 2024.