NCLT Ahmedabad Allows First Motion Application For Amalgamation Of Five Renewable Energy Companies

The Ahmedabad National Company Law Tribunal (NCLT) on 2 July allowed the first motion application filed for the amalgamation of Sukavala Renewable Energy Private Limited, Pipartoda Renewable Energy Private Limited, Amreli Renewable Energy Private Limited and Raipar Renewable Energy Private Limited into Ratabhe Renewable Energy Private Limited.

A Bench comprising Judicial Member Chitra Hankare and Technical Member Dr. VG Venkata Chalapathy passed the order on the application seeking directions for convening or dispensing with meetings of shareholders and creditors in relation to the proposed scheme of amalgamation.

The application was jointly filed by the four transferor companies along with Ratabhe Renewable Energy Private Limited as the transferee company. The companies are engaged in wind power generation projects in Gujarat.

The companies sought directions for convening or dispensing with meetings of their shareholders and creditors. Their Boards of Directors approved the scheme through resolutions dated 4 February 2026, with 1 April 2025 fixed as the appointed date. They submitted that the companies were owned and controlled by the same members in identical ownership proportions and had common directors across their respective boards.

Further, they contended that the amalgamation would simplify the corporate structure, enable efficient utilisation of capital, eliminate duplication of legal and regulatory compliances, and reduce managerial overlap and administrative costs. They also stated that the scheme would facilitate growth, expansion and development of their businesses through a single entity.

All four transferor companies and the transferee company had four equity shareholders each, who consented to the scheme and waived their right to attend meetings. Amreli Renewable Energy Private Limited and Raipar Renewable Energy Private Limited had one preference shareholder each, while Ratabhe Renewable Energy Private Limited had two preference shareholders. All preference shareholders provided consent affidavits.

Each company had one secured creditor who consented to the scheme through affidavits. They also had multiple debenture holders who provided their consent. While Sukavala Renewable Energy Private Limited had no unsecured creditors, Pipartoda Renewable Energy Private Limited, Amreli Renewable Energy Private Limited, Raipar Renewable Energy Private Limited and Ratabhe Renewable Energy Private Limited had unsecured creditors.

The applicants stated that the accounting treatment proposed under the scheme complied with the applicable Accounting Standards prescribed under Section 133 of the Companies Act, 2013 (which deals with accounting standards). They also placed an independent valuation report supporting the proposed amalgamation on record. They also stated that the scheme was in the interest of the companies, shareholders, creditors and employees. They said that no investigations or proceedings under the Companies Act, 2013 or the corresponding provisions of the Companies Act, 1956 were pending against them.

The Tribunal noted that all equity shareholders, secured creditors, preference shareholders and debenture holders had furnished consent affidavits approving the scheme and waived their right to attend meetings. However, since consent had not been obtained from all unsecured creditors of certain companies, it directed that meetings of such unsecured creditors be convened within 45 days through video conferencing or other audio-visual means.

It appointed former Acting President of the NCLT Deep Chandra Joshi as Chairperson and Advocate Vandana Kohli as Scrutinizer for conducting the meetings. It further directed issuance of statutory notices to the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department and other concerned regulatory authorities.

Accordingly, the NCLT allowed the first motion application and permitted the companies to proceed with the next stage of the amalgamation process.

For Applicants: Advocates Monaal Davawala, and Evolve Legal