NCLT Passes Procedural Order Directing Shareholder and Creditor Meetings for Merger of Three Wholly Owned Subsidiaries

NCLT Mumbai passed an order dated September 23, 2026 on the proposed Scheme of Amalgamation.

Thu 24 Sep 2026

Appointed Date

01.04.2025

Pre-amalgamation net worth of transferors

Rs. 4,498.874 crores

Post-amalgamation net worth

Rs. 6,809.678 Crores

NCLT Order Date

September 23, 2026

Subsidiaries to merge

Eon-Hinjewadi Infrastructure, Restocraft Hospitality and Wellcraft Infraprojects

What was shared

Ventive Hospitality intimated the exchanges that the Hon'ble NCLT, Mumbai Bench-II, pronounced an order on 23.09.2026 in CA (CAA) No.253/MB/2025. The application was shared jointly by Eon-Hinjewadi Infrastructure Private Limited, Restocraft Hospitality Private Limited, Wellcraft Infraprojects Private Limited (the Transferor Companies) and Ventive Hospitality Limited (the Transferee Company) under Sections 230 to 232 of the Companies Act, 2013.

Nature of the order

The company states the order is procedural in nature. It gives directions for convening and conducting meetings of equity shareholders and unsecured creditors and for completing the statutory formalities. It is not the final sanction of the Scheme.

Structure of the merger

• All three Transferor Companies are wholly owned subsidiaries of Ventive; the entire paid-up capital is held by Ventive directly and through a nominee shareholder.
• Clause 12 of the Scheme provides that the shares held by Ventive in the Transferor Companies shall be cancelled and extinguished, and no shares of Ventive shall be issued as consideration.
• Consequently there is no change in the shareholding pattern of Ventive, and no share exchange ratio or Registered Valuer report is required.
• Appointed Date of the proposed merger: 01.04.2025.

Businesses involved

The First Transferor is in hotel operations and real estate development and sale; the Second is in hotels, motels, service apartments and resorts; the Third is in promotion, building and development. Ventive is engaged in leasing commercial spaces, operation of retail malls, commercial hotels and windmills.

Capital and net worth figures

• Ventive's issued, paid-up and subscribed capital as on 31.03.2025: 23,35,41,608 Equity Shares of Rs. 1/- each, totalling 23,35,41,608/-.
• First Transferor paid-up capital: 10,20,40,000/-; Second Transferor: 10,50,01,00,000/-; Third Transferor: 1,00,000/-.
• Pre-amalgamation net worth of the Transferor Companies as on 31.03.2025: Rs. 4,498.874 crores.
• Post-amalgamation net worth of the Transferee Company as on the same date: Rs.6,809.678 Crores.
• Promoter and promoter group of Ventive hold 20,78,11,070 fully paid up equity shares of Rs. 1/- each.

Stated rationale

The companies cite consolidation of the hospitality business under one entity, operational synergies, elimination of intra-group transactions, unified control, economies of scale in administration, fewer duplicated compliances, and a stronger financial position.

Other points on record

Statutory auditors S R B C & Co. LLP certified that the accounting treatment in the Scheme complies with the Accounting Standards under Section 133. The Applicant Companies averred that no proceedings or investigations are pending against them under the specified sections of the Act, and none under the Insolvency and Bankruptcy Code, 2016. The three Transferor Companies are not listed on any stock exchange.

What happens next

The Scheme remains subject to approval of shareholders and creditors as applicable, other statutory and regulatory approvals, and the final sanction of the Tribunal.

How to read it

This is an internal group restructuring of entities already fully owned by the company. Because no shares are issued and no consideration is paid, the direct effect on existing public shareholders' holdings is nil; the impact, if the Scheme is sanctioned, would show up in the company's standalone accounts and operating structure.

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