NCLT Mumbai Approves Demerger Of Poonawalla Finance And Group Entities

The National Company Law Tribunal at Mumbai has approved a scheme of amalgamation involving Poonawalla Finance Pvt Ltd, Rising Sun Holdings Pvt Ltd and Synergist Realtors Pvt Ltd, paving the way for the reorganisation of businesses within the Poonawalla group. The approval came on January 6, 2026, following resolutions passed by the boards of the companies on February 4 and February 12, 2025. Under the scheme, the appointed date for the first leg of the demerger has been fixed as October 1, 2024, while the second leg will take effect from January 1, 2025. A coram of Judicial Member Mohan Prasad Tiwari and Technical Member Charanjeet Singh Gulati held that the scheme was fair, reasonable and not contrary to public policy. The tribunal noted that all statutory requirements under the Companies Act had been complied with and that no objections were raised by shareholders. Under the scheme, Poonawalla Finance will demerge its certain business undertakings to Rising Sun Holdings and Synergist Realtors, enabling better focus on lending, real estate and investment activities. The companies submitted that the reorganisation would unlock value, streamline management, improve operational efficiency and allow each business vertical to pursue independent growth strategies. The Regional Director and the Registrar of Companies raised no objections after receiving clarifications and undertakings from the companies. The Income Tax Department, while flagging pending tax demands and assessments, stated that it had no objection to the scheme subject to its statutory rights remaining unaffected. The tribunal made it clear that its approval does not grant any exemption from taxes, stamp duty or regulatory compliance. It clarified that any present or future proceedings by statutory authorities, including tax authorities, may continue in accordance with law and that the sanction of the scheme would not act as a shield against regulatory action. The tribunal accordingly sanctioned the scheme and directed that all assets, liabilities, contracts and employees relating to the demerged undertakings will stand transferred to resulting companies. Case Title: Poonawalla Finance Pvt Ltd, Rising Sun Holdings Pvt Ltd, Synergist Realtors Pvt Ltd Case Citation: 2026 LLBiz NCLT (MUM) 28 Case Number: CP (CAA)/165(MB)2025 For Petitioner: Advocates Hemant Sethi, Tanaya Sethi For RD: Altap Shaikh For Income Tax Dept: Advocate Ashita Aggarwal Click Here To Read/Download Order

NCLT Mumbai Approves Demerger Of Poonawalla Finance And Group Entities

Kirit Singhania

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