NCLT Ahmedabad Orders Shareholder, Creditor Meetings For IRM Energy-Enertech Amalgamation Scheme

The Ahmedabad bench of the National Company Law Tribunal (NCLT) has allowed a joint application filed by Enertech Distribution Management Pvt. Ltd. and IRM Energy Ltd. in connection with their proposed scheme of amalgamation.

The tribunal directed meetings of IRM Energy's equity shareholders and unsecured creditors. It dispensed with meetings of Enertech's equity shareholders and unsecured creditors, as well as IRM Energy's secured creditors, after recording the requisite consents.

A bench of Judicial Member Shammi Khan and Technical Member Sanjeev Sharma observed that the application complied with the requirements of Sections 230 to 232 of the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

"Upon perusal of the Company Application, documents on record and submissions made, this tribunal is satisfied that the present Application is complete in all material particulars and is in compliance with the requirements of Sections 230 to 232 of the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. This tribunal is prima facie satisfied that the Application deserves consideration and that directions regarding meetings may appropriately be issued." the tribunal noted

Enertech, incorporated in 2016, holds 21.12% of IRM Energy's equity share capital. IRM Energy, incorporated in 2015, is listed on the NSE and BSE and is the transferee company.

The proposed scheme envisages the amalgamation of Enertech into IRM Energy. According to the companies, the merger is intended to streamline and simplify the corporate shareholding structure. It would also enable Enertech's shareholders to hold shares directly in IRM Energy.

As of May 31, 2026, Enertech had five equity shareholders. All of them filed consent affidavits approving the scheme. The company had no secured creditors and one unsecured creditor, who also consented to the proposal.

IRM Energy had 77,431 equity shareholders, three secured creditors, and 247 unsecured creditors. Secured creditors representing 95.33% of the outstanding secured debt furnished consent affidavits supporting the scheme. Neither company had any preference shareholders.

The valuation report states that the scheme will not alter IRM Energy's paid-up share capital. Enertech's existing shareholding in IRM Energy will be cancelled. The same number of fully paid-up equity shares of IRM Energy will then be issued proportionately to Enertech's shareholders. The companies also submitted that the accounting treatment under the scheme complies with Section 133 of the Companies Act. They further stated that the scheme is not prejudicial to the interests of shareholders, employees, or creditors.

The bench dispensed with meetings of Enertech's equity shareholders and sole unsecured creditor in view of their consent affidavits. It also dispensed with the meeting of IRM Energy's secured creditors after recording that creditors representing 95.33% of the outstanding secured debt had furnished consent affidavits.

The tribunal directed IRM Energy to convene a meeting of its equity shareholders on September 12, 2026 at 10.30 am. Its unsecured creditors will meet the same day at 12.30 pm.

The bench appointed former NCLT member Sanjiv Dutt as chairperson and CA Sehmil Devdiwala as Scrutinizer for the meetings. It also directed notices to be issued to the Regional Director, Registrar of Companies, Official Liquidator, SEBI, NSE, BSE, the Income Tax Department and other sectoral regulators, wherever applicable.