Gocl Corporation Limited & Ors vs The Registrar Of Companies Andhra ...

GOCL CORPORATION LIMITED CIN: L24292AP1961PLC126081 Registered Office: Plot Nos.63-66, AIE Industrial Park, Pedagantyada, Gajuwaka Village and Mandal, Visakhapatnam, Andhra Pradesh - 530 044. ...Appellants Vs THE REGIONAL DIRECTOR, SOUTHEASTERN REGION DIRECTORATE Ministry of Corporate Affairs, Government of India, Corporate Bhawan, 3rd Floor, BandlagudaNagole, Tattiannaram, Hyderabad, Telangana - 500 068.

1 THE REGISTRAR OF COMPANIES, ANDHRA PRADESH Ministry of Corporate Affairs, Government of India, 39-9-5, 1st and 2nd Floors, Kaustubh Elite, SVS Temple Street, Labbipet, M.G. Road (Bandar Road), Vijayawada - 520 010. ...Respondents

(Arising out of Order dated 30.07.2026 passed by the National Company Law Tribunal, Amravati Bench in Company Scheme Application C.A.(C.A.A)/2/230/AMR/2026)

Present : For Appellant : Mr. Srinath Sridevan, Senior Advocate For Mr. Sriraman, Mr. AR Ramanathan & Mr. Pranav Saigal, Advocates

JUDGMENT

(Hybrid Mode)

Per: Justice N. Seshasayee, Member (Judicial)

1. The present Appeal was preferred under Sec. 421 of the Companies Act,

2013, has been preferred by M/s. Hinduja National Power Corporation

Limited (1st Appellant/Transferor Company) and M/s. GOCL Corporation

Limited (2nd Appellant/Transferee Company) against the order dated

30.07.2026 passed by NCLT in first motion Company Scheme Application

C.A. (C.A.A)/2/230/AMR/2026.

2. The Facts are:

a) 1st Appellant, M/s. Hinduja National Power Corporation Limited

(hereinafter referred to as HNPCL), is an unlisted public company

incorporated on 16.03.1994, engaged in the business of thermal power

2 generation, construction, operation, and transmission facilities. Its

registered office is situated in Visakhapatnam, Andhra Pradesh.

b) The 2nd Appellant, GOCL Corporation Limited (hereinafter referred to

as GOCL), is a listed public company incorporated on 20.04.1961,

whose equity shares are listed on the BSE and NSE. It is engaged in

manufacturing electronics, explosive devices, energetics, and real

estate development, with its registered office also situated in

Visakhapatnam, Andhra Pradesh.

c) The Appellants formulated a proposed Scheme of Merger by absorption

under Sec. 230 to 232 of the Companies Act, 2013, which the Board of

both the companies have approved on 15.12.2025, seeking the merger

of HNPCL into GOCL and their respective shareholders. The key terms

and structural parameters of the Scheme as approved by the respective

Boards of Directors included the following aspects:

➢ Appointed Date: April 01.04.2025

➢ Share Exchange / Swap Ratio: GOCL shall issue and allot 206

fully paid-up equity shares of Rs. 2/- each for every 10,000 equity

shares of Rs. 10/- each held in HNPCL.

➢ Being a listed entity, GOCL submitted the draft Scheme to Stock

Exchanges and they obtained the Observation report of the SEBI

only on 20.05.2026 and only thereafter they issued their

respective observation letters with the BSE on 20.05.2026 and

the NSE on 22.05.2026.

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d) Following the receipt of the Stock Exchange clearance letters only in

May, 2026, the appellants jointly filed the instant First Motion Scheme

Application seeking appropriate directions of the tribunal for convening

the shareholders' meeting and dispensation/directions regarding

creditor meetings.

3. Vide its Order dated 30.07.2026, which is impugned in this appeal the

NCLT, Amravati Bench dismissed the First Motion Application, principally

on the following grounds:

a) That the Appointed Date (being 01.04.2025) was fixed more than

one year prior to the date of filing the application without providing

adequate justification, in terms of MCA General Circular No.

09/2019 dated 21.08.2019.

b) That there were certain discrepancies noted in the financial

statements, annual reports, and documents filed along with the

scheme application.

c) That the application was filed belatedly before the Tribunal.

4. Learned Counsel appearing for the appellants submitted the following

facts and contend that:

a) Joint Additional Affidavit dated 28.07.2026, was filed before the

NCLT specifically clarifying the financial statements and resolving

all queries raised by the Bench. The perceived discrepancies arose

solely because two distinct statutory financial timelines were being

4 compared: the Audited Financials for the year ending on

31.03.2025, and the updated Provisional/Unaudited Financials for

the Year ending 31.03.2026, compiled specifically for the Scheme

Petition.

b) The MCA Circular No. 09/2019 is directory in nature and not legally

binding to invalidate a scheme. Furthermore, legitimate commercial

justifications exist for choosing 01.04.2025, as detailed in the Joint

Additional Affidavit, which aligns with the financial objectives as

agreed upon by the Boards on 15.12.2025.

c) There was no delay in filing the application before the NCLT. Under

applicable SEBI circulars and regulations, GOCL being a listed

company was legally required to obtain mandatory No-Objection

Letters from Stock Exchanges before approaching the Tribunal. It

was only after obtaining the Observation Letters from SEBI on

20.05.2026, the BSE on 20.05.2026 and NSE on 22.05.2026 have

made available their respective observations, the appellants

promptly instituted the Scheme Application on 22.06.2026.

d) Consent from the creditors is legally required at the final Company

Scheme Petition (Second Motion) stage, and not at the initial First

Motion stage. At any rate, as of 30.04.2026, GOCL had Nil secured

creditors (prior dues having been satisfied on 22.01.2026 with a No-

Dues Certificate issued on 10.02.2026) and HNPCL has 8 secured

creditors, but HNPCL has formally undertaken to obtain and submit

their NOCs/Consent Affidavits at the Second Motion Petition stage.

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Turning to unsecured creditors, while HNPCL has 99 unsecured

creditors, GOCL has 30 unsecured creditors. The proposed

arrangement falls under Section 230(1)(b) of the Companies Act,

2013, and does not involve any compromise or arrangement with

creditors under Section 230(1)(a) as no sacrifice is demanded.

e) The combined assets of the transferee Company post-merger will

easily satisfy all liabilities in the ordinary course of business,

justifying individual notices rather than convening formal meetings,

in line with established precedent.

5. We carefully considered the submissions of the counsel for the appellants,

and we may state that we are not in agreement with the tribunal below,

not because the aspects which the tribunal has considered are beyond

scrutiny, but because they were considered little too early. We may

explain:

a) Any scheme of amalgamation has to go through two stages, and the

first stage belongs entirely to the shareholders and the creditors.

After all, the company belongs to the shareholders and they know

it better what they need to have. And the creditors are taken into

confidence, because their interest can neither be jeopardized nor be

hijacked by the body of shareholders. Indeed, to compromise or to

amalgamate or demerge is the business decision of the companies

involved and therefore, it will be too premature a stage when

tribunals may interfere with the process even before the

6 shareholders and the creditors take a decision on the scheme of

amalgamation.

b) Secondly, since one of the companies (GOCL) is a listed entity,

necessarily the scheme requires to be shared with the regulators

more particularly, the Stock Exchanges and the SEBI. And, since

the first stage motion cannot be made unless it is accompanied by

the observations of the Stock Exchanges (based on the SEBI's

observations) as mandated by Regulation 37 of the SEBI (Listing

Obligations and Disclosure Requirements) Regulation, 2015,

necessarily, the applicants cannot be blamed for waiting for their

reports, which in the instant case was obtained by the applicants

only in May 2026. The applicants thereafter have not lost any time

in approaching the tribunal. Therefore, unless the delay can be

attributed to the exclusive failure or default of the applicants which

is not relatable to the time required by them to obtain the

mandatory observations of the SEBI to the scheme of

amalgamation, the same cannot be attributed to them.

c) Thirdly, even if there is any delay, still it will be advisable to leave

it to the shareholders of the companies or their creditors to take a

call on it, for except concerning itself with the public interest or the

legalities of the scheme of amalgamation, the tribunal may not

interfere with the commencing of the process of amalgamation.

After all, if delay has affected the valuation, the shareholders and

the creditors would be the first to take notice of it. And, if the

7 shareholders or the creditors do not approve the scheme of

amalgamation, where will the need for the tribunal or the other

regulators be to pitch in?

d) It is true that the General Circular 9/2019 of the Ministry of

Corporate Affairs, dated 21.08.2019 states that "if the 'appointed

date' is significantly ante-dated beyond a year from the date of filing,

the justification for the same would have to be specifically brought

out in the scheme and it should not be against public interest." What

is contextually significant is that the Circular uses the expression,

'ante-dated' and not delay, and therefore, what is required to be

seen is whether the materials made available to indicate that the

'Appointed Date' is ante-dated. Even if it is construed as signifying

merely delay in moving the tribunal with the First Stage Motion

application more than a year from the 'Appointed Date', the Circular

only requires that the same be explained in the very scheme.

However, in the case of listed companies this may create a problem

because when the scheme of amalgamation is first uploaded in the

portal of the SEBI, no company can anticipate the time which the

SEBI may require to make its report. Delay therefore will be an ex

post facto and if it were to be incorporated in the scheme of

amalgamation after its occurrence, then it possibly may have to go

through a repeat of what has been done earlier, and necessarily it

has to go through the scrutiny of the regulator again. And, the

regulator cannot be insisted that it should come out with its report

8 within a stipulated time either. Therefore, the working of the

Circular has to be approached with the sensibilities required with

the mind on the sensitivity of the market. Indeed, if it is only a

question of explaining the delay, the same can even be gathered

from the records of the tribunal. After all, ease of doing business is

about least interference in the mechanics of free economy as

defined and disciplined by regulatory laws, unhindered by excessive

suspicion and doubts, caution and over vigilance. It is important to

let the businessmen do their business. All those who are enjoined

with regulatory responsibilities for ensuring the working of

regulatory laws may have to realise that they are there to discipline

the free flow of business and not to halt it. After all, economic

status of the nation is evaluated not in terms of the restrictive

intervention and interruptions made in the garb of working the

regulatory laws, but by the contributions from the commercial

activity of the country.

e) If the impugned order is sustained, it may only lead to

commencement of the entire amalgamation process de novo and it

will be a merely action replay of what has now happen. And, that

cannot be avoided. However, since one of the companies is a listed

company, the moment the scheme of amalgamation is hosted in the

portal of SEBI, it will be in public domain and would have already

affected the investors' psychology in a certain way. It has its own

dynamics and play in the market. Any judicial fora therefore, need

9 to be conscious that it's over anxiety at a stage when it is not

required to be wasted may have an obstructive-effect on the ease of

doing business by the companies.

6. The tribunal may have to wait for the second stage when it will also have

the advantage of the regulators and the tax authorities, particularly

income tax department, pitching in to aid its decision. If delay in filing the

petition has affected the valuation, it also can be weighed during the

second stage. For the present, the decision of the tribunal in dismissing

the petition on the ground that it has raised is plainly unsustainable as it

is one stage too early.

7. We accordingly allow the appeal, set aside the Order of the NCLT in C.A.

(C.A.A)/2/230/AMR/2026, dated 30.07.2026. We require the NCLT to

appoint the Chairman and Scrutinizers for the meetings, fix their

remuneration and also a schedule for the meetings within a week from

today, and at any rate not later than 05.10.2026. No costs.

[Justice N. Seshasayee] Member (Judicial)

[Jatindranath Swain] Member (Technical) VG/MS/AK

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