NCLT Mumbai Sanctions Demerger Scheme Of Poonawalla Finance And Group Companies, Clears Internal Business Reorganisation
Pranav B Prem
The National Company Law Tribunal, Mumbai Bench has approved a scheme of amalgamation and demerger involving Poonawalla Finance Pvt. Ltd., Rising Sun Holdings Pvt. Ltd. and Synergist Realtors Pvt. Ltd., paving the way for internal reorganisation of businesses within the Poonawalla Group. The scheme was sanctioned by an order dated January 6, 2026, by a Bench comprising Judicial Member Mohan Prasad Tiwari and Technical Member Charanjeet Singh Gulati. The Tribunal held that the proposed reorganisation was fair and reasonable, complied with statutory requirements, and was not contrary to public policy.
The companies had placed on record that their respective Boards approved the scheme through resolutions passed on February 4, 2025 and February 12, 2025. Under the scheme, the appointed date for the first leg of the demerger was fixed as October 1, 2024, while the second leg was to take effect from January 1, 2025.
Under the proposed arrangement, Poonawalla Finance Pvt. Ltd. would demerge certain identified business undertakings into Rising Sun Holdings Pvt. Ltd. and Synergist Realtors Pvt. Ltd. The companies submitted that the restructuring would allow segregation of lending, real estate and investment activities, enabling each vertical to function independently with focused management and operational clarity.
The Tribunal noted the submission that the reorganisation was intended to unlock value, streamline management structures, improve operational efficiencies and facilitate independent growth strategies for each resulting entity. It was also placed on record that the scheme would not adversely affect the rights of shareholders, creditors or employees, and that all assets, liabilities, contracts and employees relating to the demerged undertakings would stand transferred to the respective resulting companies in accordance with the scheme.
During the proceedings, the Regional Director and the Registrar of Companies examined the scheme and raised certain queries, which were duly clarified by the applicant companies through affidavits and undertakings. Upon satisfaction, both authorities stated that they had no objection to the sanction of the scheme.
The Income Tax Department, while drawing attention to pending assessments and tax demands against the companies, submitted that it had no objection to the scheme being approved, provided that its statutory rights were kept open. Accepting this submission, the Tribunal clarified that sanction of the scheme would not grant any immunity or exemption from payment of taxes, stamp duty or compliance with any regulatory requirements.
The NCLT specifically observed that its approval would not operate as a bar against any present or future proceedings initiated by statutory or regulatory authorities, including tax authorities, and that such proceedings could continue independently in accordance with law. It further clarified that all statutory dues, if any, would be payable notwithstanding the sanction of the scheme.
Finding that all procedural and substantive requirements under the Companies Act, 2013 had been duly complied with, and noting the absence of any objection from shareholders or creditors, the NCLT Mumbai sanctioned the scheme. The Tribunal accordingly directed that the scheme be binding on the applicant companies, their shareholders, creditors and all concerned authorities, and that the demerged undertakings would stand vested in the resulting companies from the respective appointed dates in terms of the scheme.
Appearance
For Petitioner: Advocates Hemant Sethi, Tanaya Sethi
For RD: Altap Shaikh
For Income Tax Dept: Advocate Ashita Aggarwal
Cause Title: Poonawalla Finance Pvt Ltd, Rising Sun Holdings Pvt Ltd, Synergist Realtors Pvt Ltd
Case Number: CP (CAA)/165(MB)2025
Coram: Judicial Member Mohan Prasad Tiwari and Technical Member Charanjeet Singh Gulati
