NCLT Chennai Clears First Motion For Refex Industries' Green Mobility Business Restructuring

The National Company Law Tribunal (NCLT) at Chennai has allowed the first motion application filed by Refex Industries Limited (RIL) in relation to a composite scheme of amalgamation and arrangement involving Refex Green Mobility Limited (RGML) and Refex Mobility Limited (RML).

RGML and RML are the wholly owned subsidiaries of RIL, whose shares are listed on the Bombay Stock Exchange and National Stock Exchange.

A coram of Judicial Member Sanjiv Jain and Technical Member Venkataraman Subramaniam directed meetings of shareholders and creditors to consider the proposal.

The scheme contemplates the amalgamation of RGML with RIL, followed by the demerger of Refex Industries' green mobility business into RML, the resulting company. Under the proposed arrangement, shareholders of Refex Industries would receive equity shares in Refex Mobility Limited in a 1:1 ratio.

Refex Industries stated that the restructuring was intended to separate its green mobility business from its core ash and coal handling business, so as to enable independent growth, attract sector-specific investors, facilitate focused management, and unlock enhanced value for shareholders.

The tribunal noted that the Board of Directors of RIL had approved the Scheme. It further noted that the company had obtained observation letters from BSE and NSE and had also addressed clarifications sought by the Bench regarding outstanding warrants, details of assets and liabilities proposed to be transferred/demerged, and disclosures relating to ongoing investigations, adjudication and other enforcement actions

Observing that the RIL had satisfactorily addressed all clarifications sought by the tribunal, it allowed the first motion application and directed the convening of meetings of the company's equity shareholders, secured creditors, and unsecured creditors for consideration of the scheme.

The meetings have been scheduled for August 5, 2026.

The tribunal further issued directions regarding quorum, appointment of a chairperson and scrutinizer, issuance of notices, newspaper publication, and service of notices on statutory authorities.

For Applicant: Advocate Pawan Jhabakj