GOCL Corporation has received an order from the National Company Law Tribunal (NCLT) directing it to convene meetings of its equity shareholders and unsecured creditors. This procedural step is required to consider and approve the proposed scheme of merger by absorption of Hinduja National Power Corporation Limited.

The order was passed by the Hon'ble NCLT, Amaravati Bench, on October 8, 2026. The tribunal's directive follows the company's earlier intimation regarding the scheme, which involves the transfer of Hinduja National Power Corporation Limited (the Transferor Company) into GOCL Corporation Limited (the Transferee Company).

Regulatory framework and scope

The merger is being executed under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The NCLT's order specifically mandates the convening of separate meetings for two distinct groups: equity shareholders and unsecured creditors of the company. These stakeholders must vote on the scheme for it to proceed further.

Next steps in the merger process

Following the receipt of the NCLT order, the company is obligated to organize the specified meetings. The outcome of these votes will determine whether the scheme receives the necessary approval from the relevant classes of shareholders and creditors.

GOCL Corporation stated that it will make further disclosures to the stock exchanges regarding subsequent developments in the matter. These disclosures will be made in accordance with applicable laws and regulations, ensuring transparency for market participants as the merger process advances.

Key details of the order

GOCL Corporation Limited passed all four ordinary resolutions at its 65th Annual General Meeting held on September 29, 2026. The company filed the scrutinizer's report and voting results with stock exchanges on October 1, 2026.

The meeting was conducted through Video Conferencing and Other Audio Visual Means. Remote e-voting was available from September 24 to September 28, 2026. The cut-off date for identifying eligible members was September 22, 2026.

Voting participation and turnout

Out of 40,476 shareholders on record, a total of 34,925,090 votes were polled across all resolutions. This represented 70.45% of the total outstanding shares of 49,572,490. The promoter and promoter group held 33,622,171 shares and voted 100% in favor of all items. Public institutional holders voted 7,044 shares, while public non-institutional holders voted approximately 1.29 million shares.

Resolution outcomes

All four agenda items received overwhelming support from shareholders. The adoption of standalone and consolidated financial statements for FY26 saw near-unanimous approval. The declaration of dividend for FY26 also passed with minimal dissent. Re-appointment of Director M. Vasudev Rao received the highest number of opposing votes among the four items, though still negligible relative to total votes polled.

What the Numbers Show

The voting data reveals a stark concentration of power in the promoter group. Promoters held 67.8% of total outstanding shares (33,622,171 out of 49,572,490) and voted 100% in favor of every resolution. Consequently, even if all public shareholders had voted against, the promoter block alone would have ensured passage of all ordinary resolutions, which require a simple majority. The actual dissent among public non-institutional investors was extremely low, ranging from 68 to 86 votes against across the four items, representing less than 0.01% of their total voted shares.

Procedural details

M/s Ravi and Subramanyam, Company Secretaries, served as the scrutinizer for the meeting. KFin Technologies Limited provided the electronic voting facility. The results were unblocked in the presence of two witnesses not employed by the company. The filing was made pursuant to Regulation 44(3) of SEBI (LODR) Regulations, 2015.