NCLT Chennai Approves Amalgamation Of Ind Eco Ventures Ltd With Indowind Energy Ltd

The National Company Law Tribunal (NCLT), Chennai, has approved a scheme of amalgamation between Ind Eco Ventures Limited and Indowind Energy Limited, a wholly owned subsidiary of Indowind.

A Bench of Judicial Member Jyoti Kumar Tripathi and Technical Member Ravichandran Ramasamy allowed the joint petition filed under Sections 230–232 of the Companies Act, 2013, after considering the reports and observations of statutory authorities, including the Regional Director, Official Liquidator, and the Income Tax Department.

The Bench held:

“This Tribunal is of the view that the scheme as contemplated by the Petitioner companies seems to be prima facie not, in any way detrimental to the interest of the members of the Companies.”

Indowind Energy Limited, the transferee company, is listed on the Bombay Stock Exchange and the National Stock Exchange.

The scheme proposed the merger of Ind Eco Ventures Limited into Indowind Energy Limited s to simplify the corporate structure, reduce management and compliance costs, eliminate inter-company transactions, and support both organic and inorganic business expansion.

During proceedings, the Regional Director flagged certain compliance issues under the Companies Act, following which Ind Eco filed compounding applications and undertook to address the remaining matters. The Income Tax Department raised no objection to the scheme while reserving its right to initiate proceedings under the Income Tax Act if necessary, and the Official Liquidator also had no objection. The Tribunal clarified:

“…if there is any deficiency found or, the violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with the law, against the concerned persons, directors and officials of the petitioners.”

Accordingly, the Tribunal approved the scheme with 1 April 2023 as the appointed date.

For Petitioner: Advocate R Kannan

For Income Tax Department: Raj Jhabakh

For Official Liquidator: B Palani

For Regional Director: Avinash Krishnan Ravi