Mumbai: NCLT Approves Merger Of Embellish Houses With Godrej Properties

Mumbai, July 9, 2026: The National Company Law Tribunal (NCLT) has approved the merger of Embellish Houses Private Limited with Godrej Properties Limited, holding that the proposed scheme complies with the Companies Act, 2013, and does not prejudice the interests of shareholders, creditors or other stakeholders.

Under the approved arrangement, Embellish Houses Private Limited will merge into Godrej Properties Limited. Since the transferor company is a wholly owned subsidiary of the listed real estate developer, the amalgamation will not involve the issuance of fresh shares. The existing shares of the subsidiary will stand cancelled once the scheme comes into effect.

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Merger Aims To Streamline Operations

According to the companies, the merger is intended to consolidate their real estate operations under a single corporate structure. They submitted that the integration is expected to simplify the group’s organisational framework, reduce regulatory and administrative compliances, improve operational efficiency, optimise the use of resources and expertise, eliminate duplication of functions, and lower overall costs associated with maintaining multiple entities.

The tribunal noted that the boards of both companies had approved the scheme in November 2025. It also recorded that meetings of shareholders and creditors had earlier been dispensed with after considering the facts of the case.

Tribunal Approves Scheme

After finding that all legal and procedural requirements had been satisfied, the NCLT sanctioned the scheme of amalgamation and fixed November 1, 2025, as the appointed date.

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The tribunal directed the companies to complete the required filings with the Registrar of Companies and comply with all statutory formalities. It further clarified that approval of the scheme would not prevent the Income Tax Department or any other regulatory authority from initiating or continuing proceedings in accordance with law, wherever applicable.

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