NCLT Cuttack Approves Merger Of Godawari Energy Into Parent Godawari Power And Ispat

The National Company Law Tribunal (NCLT) at Cuttack has allowed the merger of Godawari Energy Limited with its parent company, Godawari Power and Ispat Limited, under the Companies Act.

A bench of Acting President Deep Chandra Joshi and Technical Member Banwari Lal Meena sanctioned the scheme of amalgamation, observing, “Based on the above facts, and submissions made by the Ld. Counsel and after considering the entire facts and circumstances of the aforesaid company Petition and on perusal of the scheme and the proceedings, it is noted that the requirements of the provisions of sections 230 and 232 are satisfied by the Petitioner companies.”

The appointed date for the scheme is April 1, 2025.

The tribunal noted that the merger is intended to consolidate the group structure and achieve synergies in business activities.

Godawari Energy is a wholly owned subsidiary of Godawari Power and Ispat, which holds the entire share capital and debentures of the transferor company. Because of this structure, the tribunal noted that no new shares would be issued by the transferee company and there would be no dilution of its existing shareholding.

During the proceedings, the tribunal noted that all equity shareholders of the transferor company had given their consent to the scheme. The sole debenture holder, the transferee company itself, had also consented, allowing the requirement of convening meetings to be dispensed with.

Reports from regulatory authorities also indicated that no complaints, inquiry, inspection, investigation or prosecution were pending against the petitioner companies.

The tribunal further recorded that the scheme falls within the “de minimis” exemption under the Competition Act and therefore prior approval from the Competition Commission of India was not required.

Allowing the petition, the tribunal sanctioned the scheme and ordered that all assets, liabilities and obligations of Godawari Energy Limited shall stand transferred to Godawari Power and Ispat Limited and that the transferor company shall be dissolved without winding up.