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2025 Supreme(Online)(NCLT) 6237
NATIONAL COMPANY LAW TRIBUNAL
Shri Khetrabasi Biswal, Member (Judicial), Shri Kaushalendra Kumar Singh, Member (Technical)
Greenfuel Energy Solutions Private Limited – Appellant
Versus
Greenfuel Battery Solutions Private Limited – Respondent
Scheme of Amalgamation
For the Petitioner Companies: CS Mohit Singhal, CS Sheetal Sharma
For the Registrar of Companies: Mr. Krishan Paul Dutt AROC
For the Income Tax Department: Mr. Varun Issar, Sr. Standing Counsel
For the OL:Mr. Edward George, Advocate
The Tribunal sanctioned the Scheme of Demerger under the Companies Act, confirming compliance with statutory requirements and addressing objections from regulatory authorities.
Headnote:(A) Companies Act, 2013 - Sections 230 to 232 - Joint Company Petition for sanctioning the Scheme of Demerger of Energy Storage System business and E-mobility Division - The Tribunal sanctioned the Scheme as all requisite statutory compliance fulfilled and the scheme is bona fide in the interest of shareholders and creditors. (Paras 9, 13)
(B) Regulatory compliance - The observations made by statutory authorities do not impede the sanctioning process of the proposed scheme, and all concerns shall be addressed post-sanction. (Paras 10, 12)
Facts of the case:
This Joint Company Petition has been filed for the sanction of a proposed scheme of demerger between two companies, with emphasis on statutory compliance and lack of objections from authorities.
Findings of Court:
The Scheme of Demerger is sanctioned as it complies with the statutory requirements and serves the interests of stakeholders involved in the joint petition.
Issues: The Tribunal addressed compliance with statutory requirements and the rationale behind the proposed demerger scheme.
Ratio Decidendi: The court underscored the need for statutory compliance and confirmed that all raised observations do not impede the sanctioning of the scheme, signaling a favorable outcome for the companies.
Result: The Scheme of Demerger is hereby sanctioned.
| Table of Content |
|---|
| 1. joint petition for demerger and compliance with statutory requirements. (Para 1 , 2 , 3) |
| 2. approval of the scheme by the board of directors. (Para 4 , 5) |
| 3. tribunal's observations regarding the absence of objections. (Para 6 , 7 , 8 , 9) |
| 4. court's ruling on the sanction of the demerger scheme. (Para 10 , 11 , 12 , 13) |
ORDER
1. The present Joint Company Petition has been filed by the Petitioner Companies, namely; Greenfuel Energy Solutions Private Limieted (Demerged Company/ Petitioner Company 1) and Greenfuel Battery Solutions Private Limited (Resulting Company / Petitioner Company 2) and their respective shareholders and creditors (collectively referred to as Petitioner Companies) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as ‘the Act’) read with the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016 (hereinafter referred to as ‘Rules’), seeking sanction of the Scheme of Demerger of Energy Storage System business and E-mobility Division (hereinafter to be referred as “Demerged Undertaking”) of the Demerged Company in the Resulting Company (hereinafter referred as ‘Scheme’). The copy of the Scheme is annexed as Annexure A-1 to the Petition.
2. The Petitioner Companies jointly filed the First Motion Application bearing CA ( CA A) No. 8/Chd/Hry/2025, seeking directions from this Tribunal to dispense with the meetings of the Equity Shareholders of both the Petitioner Companies, as well as the Secured and Unsecured Creditors of the Resulting Company, and to convene the meetings of the Secured and Unsecured Creditors of the Demerged Company.
3. This Tribunal, vide, its Order, dated 25.02.2025, allowed the First Motion Application and directed to convene the meetings of the Secured and Unsecured Creditors of the Demerged Company and to dispense with the requirement of meetings of the Equity Shareholders of both the Petitioner Companies as well as the Secured and Unsecured Creditors of the Resulting Company.
4. The main objects, date of incorporation, authorized and paid-up share capital, and the rationale of the Scheme have already been discussed in details in the First Motion Order dated 25.02.2025. The Board of Directors of the Petitioner Companies have approved the Scheme at their meeting on 16.10.2024 subject to all applicable regulatory approval(s), the approval of the creditors and shareholders and the sanctioning of the same by the Adjudicating Authority. The certified true copy of the Board Resolution approving the Scheme of the Petitioner Companies is attached as Annexure A-4 and A-5 to the Petition.
5. This Tribunal vide Order dated 08.05.2025 directed that the notice of hearing be published in “Business Standard” (English Edition) and “Jansatta” (Hindi Edition) calling for objections, if any. The Petitioner Companies were also directed to issue notice to the statutory and regulatory authorities. In compliance with this Order, the Petitioner Companies had served the notices to the concerned Statutory/Sectoral Authorities. The notice of hearing was published in national daily editions of “Business Standard” (English, Edition) and “Jansatta” (Hindi Edition) dated 03.06.2025.
6. In response to the abovementioned notices, the statutory authorities furnished their Reports and the Petitioner Companies have filed their clarification thereon. The same are as follows:
6.1. Official Liquidator The OL did not have any specific observation/objections on the basis of the facts in the joint petition and documents provided by the company, along with the rationale of the scheme.
6.2. Regional Director (RD) and Registrar of Companies (RoC) The report of the Regional Director (hereinafter to be referred as ‘RD’), together with the report of Registrar of Companies (hereinafter to be referred as ‘RoC’) were filed on 02.09.2025. The RD/RoC has raised certain observations, and the Petitioner Companies have submitted their response dated 03.10.2025,
