NCLT Sanctions Scheme of Amalgamation of Embellish Houses into Godrej Properties Ltd
The National Company Law Tribunal (NCLT) has sanctioned the Scheme for the amalgamation of Embellish Houses Private Limited with Godrej Properties Limited. The order, pronounced by the Tribunal on July 8, 2026, allows the scheme, which involves consolidating operations and structure between the two companies.The amalgamation benefits include the consolidation of the real estate business, ensuring a streamlined group structure, reducing regulatory complexities, and achieving operational efficiencies. By pooling technical resources, personnel, capabilities, skills, and expertise, the move aims to reduce administrative costs and facilitate cost reduction across the merged entity.
Mechanics of the Scheme
The Ld. Counsel for the Applicant Companies confirmed that no shares of Godrej Properties Limited will be allotted toward discharging the consideration or in lieu of exchanging equity shareholding in Embellish Houses Private Limited. Upon the scheme becoming effective, all shares representing the Transferor Company shall cease to exist.
The companies undertaking this process are engaged in real estate development and related activities. The rationale behind the amalgamation emphasizes enhanced operational efficiency through the consolidation of business interests.
Financial Status and Compliance Details
As per records reviewed by the NCLT, Embellish Houses Private Limited was incorporated on October 31, 2025, following its conversion from an LLP under the provisions of the Companies Act, 2013.
The financial aspects relevant to the scheme include:
| Particular | Detail |
|---|---|
| Transferee Company | Godrej Properties Limited |
| Total Securities Premium Collected (as on March 31, 2025) | Rs. 14,355.52 Crores |
The companies have affirmed that all requisite statutory compliances were fulfilled in accordance with the directions of the Tribunal. Furthermore, they undertook to comply with applicable Indian Accounting Standards (Ind-AS), including Ind AS 103 and AS 14.
Effectiveness of the Scheme
While the NCLT has granted sanctioning the scheme, making it absolute, the effectiveness is conditional. The Scheme shall become effective once the certified order of the National Company Law Tribunal is received and filed by both companies with the Registrar of Companies in Mumbai. The Appointed Date for the amalgamation was fixed as November 1, 2025.
The representative of the Regional Director (WR), Mumbai, noted that the explanations provided by the Applicant Companies were found satisfactory and the regional director had no objections to the approval of the Scheme. Both entities have undertaken full compliance with all statutory requirements regarding tax and regulatory authorities.
GODREJPROP Stock Price Movement
Today, Godrej Properties Limited saw its stock rally up 2.47%, settling at ₹2029.90 in after-hours trading. The equity traded a volume of 498,659 shares as it closed for the session.Disclaimer: Due care and diligence have been taken in compiling and presenting news and market-related content. However, errors or omissions may arise despite such efforts.
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