NCLT Ahmedabad Allows Demerger Of Inox Green Energy Power Evacuation Business Into Inox Renewable Solutions

The Ahmedabad Bench of the National Company Law Tribunal (NCLT) recently sanctioned a demerger scheme between Inox Green Energy Services Limited, a listed company engaged in operations and maintenance of wind turbine generators and the power evacuation business, and Inox Renewable Solutions Limited, which undertakes power evacuation and related EPC activities, allowing the transfer of the power evacuation business into the latter entity.

The bench of Judicial Member Shammi Khan and Technical Member Sanjeev Sharma observed that,

“The proposed arrangement is primarily a business reorganisation intended to segregate distinct business verticals and enable focused growth of the respective entities. The Scheme also does not appear to be prejudicial to the interests of the shareholders or creditors of the Petitioner Companies.”

Inox Green Energy, a listed entity, is engaged in operations and maintenance (O&M) of wind turbine generators and power evacuation infrastructure whereas, Inox Renewable Solutions is a public limited company engaged in the business of power evacuation and related EPC activities.

The company proposed to dispose of its Power Evacuation Business into Inox Renewable Solutions. The appointed date of the scheme is 1 October 2024. The rationale was to segregate distinct business lines, enabling IGESL to focus on O&M services while Inox Renewable Solutions consolidates EPC and power evacuation activities.

The petitioner companies had filed a joint Company Application before the NCLT on 03.09.2025.

The NCLT, by order dated October 9, 2025, directed that the meetings of equity shareholders, warrant holders, secured creditors and unsecured creditors of Petitioner Company 1 be held on November 1, 2025, and the meetings of equity shareholders, debenture holders, secured creditors and unsecured creditors of Petitioner Company 2 be held on November 2, 2025.

Meetings of shareholders, warrant holders, secured and unsecured creditors of both companies were convened in November 2025. The scrutinizer's reports confirmed overwhelming approval across all classes of stakeholders, with unanimous support from creditors and near-unanimous support from shareholders.

On November 20, 2025, the Tribunal directed issuance of notices to statutory and regulatory authorities, which sought clarifications on accounting treatment, capital reserve adjustments and statutory compliance. The Regional Director also required compliance with SEBI, FEMA and RBI guidelines, while the Income Tax Department reported an outstanding demand of ₹96.80 crore against Inox Renewable Solutions Limited for AY 2023–24.

The petitioner companies filed affidavits undertaking to comply with all statutory requirements, pay applicable duties and discharge tax liabilities in accordance with law.

After considering the reports and responses, the Tribunal observed that the concerns raised had been addressed and that the scheme had been approved by shareholders and creditors. It held that its jurisdiction is supervisory in nature and that the commercial wisdom of stakeholders cannot be interfered with unless the scheme is contrary to law or public policy.

Holding the scheme to be fair and reasonable, the Tribunal sanctioned the arrangement and allowed the company petition.

For Applicants: Advocates D Bhattacharya and Mnadeep Singh Saluja