NCLT Ahmedabad Allows First Motion For Rubamin's Zinc And Copper Business Demerger

The Ahmedabad bench of the National Company Law Tribunal (NCLT) has allowed the first motion application jointly filed by Rubamin Private Limited (Demerged Company) and Rubamin IGNISS Private Limited (Resulting Company) in connection with a scheme of arrangement to demerge the zinc and copper businesses from the former into the latter.

A bench of Judicial Member Chitra Hankare and Technical Member Dr. Velamur G. Venkata Chalapathy observed that there was no requirement to convene a meeting of the secured creditors of the resulting company, as there weren't any.

The application sought dispensation of the meetings of the equity shareholders of both companies. It also sought directions to convene meetings of the secured and unsecured creditors of Rubamin Private Limited while seeking dispensation of the meetings of the secured and unsecured creditors of Rubamin IGNISS Private Limited.

Rubamin Private Limited is engaged in metal recycling, specialty chemicals, metal intermediates, mining, industrial gas production and engineering services. Its business includes zinc recycling, copper trading, catalyst recycling and battery recycling.

The boards of directors of both companies approved the scheme on April 17, 2026. Under the proposal, the Zinc and Copper Business will be separated from the Demerged Company and demerged into Rubamin IGNISS Private Limited.

According to the applicants, the demerger would improve operational efficiency and resource utilisation. It would help attract strategic investors and lenders, while allowing the Battery and Catalyst Recycling Business to operate with greater management focus and autonomy. The applicants also said the scheme would unlock the economic value of the businesses, improve operational flexibility and support profitable growth.

As of December 31, 2025, Rubamin Private Limited had nine equity shareholders, three secured creditors, and 650 unsecured creditors. Rubamin IGNISS had ten equity shareholders, two unsecured creditors, and no secured creditors. All equity shareholders of both companies and the unsecured creditors of Rubamin IGNISS consented to the scheme through affidavits. Neither company had preference shareholders.

The applicants also submitted auditors' certificates confirming compliance with the accounting standards under Section 133 of the Companies Act, 2013. They said the scheme did not involve corporate debt restructuring or capital reduction.

Allowing the application, the bench dispensed with the meetings of the equity shareholders of both companies and the unsecured creditors of Rubamin IGNISS. It directed Rubamin Private Limited to convene separate meetings of its secured and unsecured creditors within 45 days.

The bench appointed former NCLT Technical Member L. N. Gupta as chairman of the creditor meetings and Advocate Ansh Kakar as scrutiniser.