NCLT Orders Merger of Saicharan Consultancy Private Limited and Hubtown Limited
The National Company Law Tribunal (NCLT), Mumbai Bench, has passed an order directing the convening of meetings for the Equity Shareholders and Unsecured Creditors of two companies, Saicharan Consultancy Private Limited and Hubtown Limited, regarding a proposed Scheme of Arrangement. The order was pronounced on April 09, 2026.The scheme involves the merger/amalgamation of Saicharan Consultancy Private Limited (the Transferor Company) with Hubtown Limited (the Transferee Company). The proposed arrangement, which is effective from the Appointed Date of April 01, 2025, is set to combine the business and operations of both entities into a single company.
Rationale for the Amalgamation
The strategic initiative aims to consolidate the ownership of Rare Townships Private Limited (RTPL). The Transferor Company holds 21.17% of equity shares in RTPL, a subsidiary of the Transferee Company, which holds 66.93% of RTPL.The merger is designed to allow the Transferee Company to directly hold a larger stake in RTPL. This increased ownership structure is expected to enhance Hubtown Limited’s financial growth and long-term value appreciation.
The primary underlying driver is RTPL’s real estate project, "Rising City," located in Ghatkopar, Mumbai. As increasing real estate demand is anticipated in Mumbai, the project is projected to generate substantial financial returns for RTPL.
The amalgamation is also intended to provide operational efficiencies by rationalizing administration and promoting greater economies of scale.
Merger Consideration
Under the proposed Scheme, the Transferee Company will issue equity shares to the shareholders of the Transferor Company based on the following share exchange ratio:| Consideration | Share Exchange Ratio |
|---|---|
| Hubtown Limited | 648 equity shares of face value of INR 10/- each |
| For every | 1 fully paid-up equity share of face value of INR 10/- each of Saicharan Consultancy Private Limited |
NCLT Directives and Stakeholder Consensus
The Tribunal directed that a meeting of the Equity Shareholders and Unsecured Creditors of both companies must be convened and held through physical presence, video conferencing, or other audio-visual means. Furthermore, the NCLT mandated that at least thirty clear days' notice must be sent before the scheduled meetings.The NCLT reviewed the status of the applicants, noting the following consensus among key stakeholders:
| Company | Class of Shareholders | Consent Status | Secured Creditors | Consent Status | Unsecured Creditors | Consent Status |
|---|---|---|---|---|---|---|
| First Applicant Company | 5 Equity Shareholders | 100% | Nil | N.A. | 3 (Rs. 8480.13 Lakhs) | ----- |
| Second Applicant Company | 33,610 Equity Shareholders | ------- | 13 Secured Creditors (11 constituting 93.29%) | Consent received from 11 | 548 (Rs. 34,619.48 Lakhs) | ----- |
The Tribunal ruled that, considering the high percentage of consent received from the Secured Creditors of the Transferee Company, the meeting of those creditors is dispensed with. However, the NCLT ordered the convening of meetings for the Equity Shareholders and Unsecured Creditors of both companies.
The Tribunal emphasized that the Transferor Company's liabilities will be transferred to the Transferee Company upon the Scheme becoming effective, ensuring the Transferee Company continues to honour its commitments in the regular course of business.
HUBTOWN Stock Price Movement
Today, Hubtown Limited shares edged higher, closing at ₹203.21 after gaining 1.99% on the reports. The stock saw notable trading activity as it settled today, with the volume recording 456,910 shares.Source:
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