The National Company Law Tribunal (NCLT) Cuttack bench has approved the merger between Godawari Energy Limited and Godawari Power & ISPAT , waiving the requirement for shareholder and creditor meetings.

Key Details of the Merger

• Merger Parties:

  • Transferor Company: Godawari Energy Limited (wholly-owned subsidiary)
  • Transferee Company: Godawari Power & ISPAT (parent company)

• Appointed Date: April 1, 2021

• NCLT Decision: Waived the requirement for meetings of equity shareholders, debenture holders, and unsecured creditors

Rationale Behind the Decision

The NCLT's decision to waive meeting requirements was based on the following factors:

1. Transferor Company (Godawari Energy):

   • All equity shareholders provided consent through affidavits
   • Debenture holders and unsecured creditors (primarily the parent company) gave consent

2. Transferee Company (Godawari Power & ISPAT):

   • The scheme does not involve any share issuance
   • No compromise with existing shareholders and creditors

Merger Objectives

The amalgamation aims to achieve several strategic goals:

1. Consolidation of group structure
2. Achievement of operational synergies
3. Enhancement of financial efficiency

Implications for Stakeholders

• Shareholders: No dilution of shareholding in the transferee company
• Creditors: Rights remain unaffected, with assets post-merger sufficient to discharge all claims
• Regulatory Compliance: The merger adheres to SEBI regulations for listed entities

This strategic move by Godawari Power & ISPAT to merge its wholly-owned subsidiary demonstrates the company's focus on streamlining operations and potentially improving its market position in the power and steel sectors.

As the merger progresses, stakeholders will be keen to observe how the consolidated entity leverages its enhanced structure to drive growth and efficiency in the competitive energy and steel industries.

Godawari Power & ISPAT conducted an Extra-Ordinary General Meeting (EGM) on October 15, 2025, through video conferencing, to approve the issuance of convertible warrants to promoters and non-promoters. The meeting, which lasted from 11:30 AM to 12:00 Noon, addressed a significant corporate action that could potentially impact the company's ownership structure.

Key Highlights of the EGM

• Meeting Agenda: The primary focus was to approve the offer, issue, and allotment of warrants convertible into equity shares.
• Beneficiaries: The warrants are to be issued to promoters, members of the promoter group, and other identified non-promoters on a preferential basis.
• Meeting Chair: Director Vinod Pillai chaired the meeting, as Chairman cum Managing Director Bajrang Lal Agrawal was interested in the proposed resolution.
• Interested Parties: Bajrang Lal Agrawal, Siddharth Agrawal, and Abhishek Agrawal did not participate in discussions due to their interest in the resolution.

Voting Process

CS Brajesh R. Agrawal of BR Agrawal & Associates was appointed as the scrutinizer to oversee the voting process.

Corporate Governance Measures

Godawari Power & ISPAT demonstrated commitment to transparency and regulatory compliance by:

1. Conducting the EGM through video conferencing in line with regulatory guidelines.
2. Providing multiple voting options to ensure maximum shareholder participation.
3. Appointing an independent scrutinizer to oversee the voting process.
4. Excluding interested parties from discussions to maintain objectivity.

The results of the e-voting and remote e-voting, along with the scrutinizer's report, are expected to be circulated separately. This corporate action underscores Godawari Power & ISPAT's strategic moves in capital restructuring and potentially signals future growth plans or changes in ownership dynamics.

Investors and stakeholders should closely monitor the outcome of this EGM, as the issuance of convertible warrants could have significant implications for the company's capital structure and future direction.