Godawari Power and Ispat Limited has successfully obtained approval from the National Company Law Tribunal (NCLT) Cuttack Bench for the amalgamation of its wholly-owned subsidiary, Godawari Energy Limited. The tribunal pronounced its order on March 10, 2026, sanctioning the comprehensive Scheme of Amalgamation between the two entities.

Key Details of the Amalgamation

The NCLT order establishes critical parameters for the merger process:

The scheme will become effective from the date when the certified copy of the NCLT order is filed with the jurisdictional Registrar of Companies. This represents the culmination of a process that began with earlier communications to stock exchanges in August 2025.

Financial Structure and Implications

The amalgamation involves significant financial considerations, particularly regarding the transferor company's obligations. According to the NCLT order, Godawari Energy Limited had outstanding unsecured loans amounting to ₹65,65,00,000 as of March 31, 2025, with no secured loans on its books.

The financial structure reveals that the transferor company had issued debentures worth ₹69.00 crores exclusively to Godawari Power and Ispat Limited. Of this amount, ₹2.75 crores and ₹0.60 crores were redeemed, leaving an outstanding balance of ₹65.65 crores, which will be cancelled pursuant to the scheme.

Regulatory Compliance and Approvals

The NCLT dispensed with the requirement for various stakeholder meetings due to the unique structure of the amalgamation. Key dispensations included:

• Equity shareholders meetings for both companies were waived
• Debenture holders meetings were not required as the transferee company itself was the sole debenture holder
• Creditors meetings were dispensed with due to consent affidavits and the subsidiary relationship

The Regional Director, North Western Region, Ministry of Corporate Affairs, filed a representation confirming no pending complaints, inquiries, inspections, investigations, or prosecutions against either company. The Income Tax Department was served notice but provided no adverse response.

Share Capital Adjustments

The amalgamation will result in changes to the authorized share capital structure:

The scheme requires the equity shares of Godawari Energy Limited, having a face value of ₹10 each, to be sub-divided to ₹1 each to match the transferee company's share structure.

Operational and Legal Transfers

Under the sanctioned scheme, all debts, liabilities, duties, and obligations of Godawari Energy Limited will transfer to Godawari Power and Ispat Limited without further legal formalities. The transferee company will account for the amalgamation using the "pooling of interest method" as prescribed under Indian Accounting Standard (Ind AS) 103.

All pending legal proceedings involving the transferor company will continue with Godawari Power and Ispat Limited as the successor entity. The transferor company will be dissolved without formal winding up procedures upon scheme implementation.

Compliance Obligations

The NCLT order mandates several compliance requirements for the companies. Godawari Power and Ispat Limited must preserve all books of accounts, papers, and records of the transferor company as per Section 239 of the Companies Act, 2013. The company must also file the certified copy of the order with the Registrar of Companies within 30 days and ensure compliance with all applicable tax laws, including Income Tax and GST obligations.

The tribunal clarified that the scheme sanction does not provide exemption from stamp duty, taxes, or other statutory charges, and the Income Tax Department retains full authority to examine tax implications arising from the amalgamation.

Source: None/Company/INE177H01039/48c40bc9-fcc1-4afb-9a81-2eeda5326c9b.pdf

Godawari Power & Ispat Limited (GPIL) has successfully executed the first phase of its strategic stake disposal in associate company Ardent Steel Private Limited, completing a significant transaction worth ₹40.50 crores.

Transaction Overview

The company transferred 13,36,700 equity shares of Ardent Steel Private Limited to the buyer's account, representing a 16.87% equity stake in the associate company. This transaction forms part of a larger disposal strategy that was initially announced earlier.

Shareholding Impact

Following the completion of this first tranche, GPIL's shareholding in Ardent Steel Private Limited has been significantly reduced. The company's stake has decreased from 37.85% to 20.98%, marking a substantial change in its investment position in the associate company.

Strategic Divestment Plan

This transaction represents the first tranche of a comprehensive disposal plan. The original announcement indicated the company's intention to dispose of its entire 37.85% stake in Ardent Steel Private Limited for a total consideration of ₹90.87 crores, subject to fulfillment of all requisite statutory and contractual requirements.

Regulatory Compliance

The company has maintained full regulatory compliance by informing the stock exchanges under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This regulation mandates listed companies to disclose material events and information that could impact investor decisions.

The successful completion of this first tranche demonstrates GPIL's ability to execute its strategic divestment plans effectively, providing the company with substantial liquidity while maintaining a reduced but still significant presence in Ardent Steel Private Limited.