NCLT Ahmedabad Sanctions Amalgamation Of UR Energy With Listed Jhaveri Credits

The Ahmedabad Bench of the National Company Law Tribunal (NCLT) has approved a scheme of amalgamation under which solar power company U R Energy (India) Private Limited will merge with BSE-listed Jhaveri Credits and Capital Limited, holding that the scheme is not prejudicial to the interests of shareholders or creditors.

The order was pronounced on March 16, 2026, by a bench of Judicial Member Shammi Khan and Technical Member Sanjeev Sharma.

U R Energy, the transferor company, was incorporated in 2011 and is engaged in the business of developing, installing and supplying solar power systems for residential, commercial, and utility-scale customers.

Jhaveri Credits, the transferee company, was incorporated in 1993, and its equity shares are listed on the BSE. The company is engaged in trading and import-export of solar panels, inverters, cables, and electronic accessories and also undertakes commodity broking.

The scheme provides April 1, 2024, as the appointed date. The amalgamation was proposed to consolidate the operations of the companies and was stated to be in the interest of the companies, their shareholders, and creditors.

Under the scheme, the undertaking of the transferor company is to be transferred to the transferee company, and the transferor company is to stand dissolved without winding up.

Meetings of the equity shareholders, secured creditor, and unsecured creditors of the transferor company, and the equity shareholders and unsecured creditors of the transferee company, were convened on August 2, 2025 pursuant to directions of the Tribunal.

The Chairperson's and Scrutinizer's reports recorded that the scheme was approved unanimously by all classes of stakeholders. The shareholders of the transferee company, including the promoter holding over 47 lakh shares, voted in favour of the scheme.

Notices of the petition were issued to the Regional Director, Registrar of Companies, Income-tax authorities, Official Liquidator, Reserve Bank of India, SEBI and BSE. The Regional Director and the Registrar of Companies filed reports raising certain observations, including with respect to the delay in filing the scheme, compliance with SEBI requirements, payment of differential fees on authorised share capital, and compliance with FEMA and RBI regulations.

The petitioner companies filed affidavits responding to the observations and undertook to comply with all statutory requirements. The companies also stated that the delay in filing the scheme occurred due to the time taken in obtaining observations from the stock exchange and that the delay did not prejudice the interests of shareholders, creditors, or the public.

After considering the reports and the responses filed, the Tribunal observed that the scheme appeared to be in the interest of the companies and was not prejudicial to the interests of the shareholders, creditors or the public at large.

Accordingly, the Tribunal allowed the company petition and sanctioned the scheme of amalgamation.