NCLT final order copy received for merger by absorption; exchange ratio 117:10
The listed company has received the certified true copy of the final order of the NCLT, Mumbai Bench, sanctioning the Scheme of Merger by Absorption of Oilmax Energy Private Limited into it.
By ScoutQuest · · 3 min read
- Exchange Ratio
- 117 fully paid-up equity shares of Rs. 10/- each for every 10 fully paid-up equity shares of Rs. 10/- each
- Order Pronounced / Copy Received
- Order pronounced on 29.09.2026; certified copy received on October 15, 2026
- Transferor Assets
- participating interests in five oil and gas blocks, including one CBM block
What has been received
The company has received the certified true copy of the final order passed by the National Company Law Tribunal, Mumbai Bench, in the matter of the Scheme of Merger by Absorption of Oilmax Energy Private Limited (the transferor company) into Asian Energy Services Limited (the transferee company) and their respective shareholders. The order was pronounced on 29.09.2026 after a hearing, and the certified copy was received on October 15, 2026.
Share exchange ratio
- 117 fully paid-up equity shares of Rs. 10/- each of the transferee company shall be issued and allotted for every 10 fully paid-up equity shares of Rs. 10/- each of the transferor company.
- Allotment is to shareholders of the transferor company whose names appear in its Register of Members as on the Record Date, or to their heirs, executors, administrators or successors-in-title as recognised by the board.
- The ratio is supported by a fairness opinion dated 06.09.2025 from Sundae Capital Advisors Private Limited, a Category I Merchant Banker.
- The statutory auditors have opined that the accounting treatment is in conformity with the 'Pooling of Interests Method' under Appendix C to Ind AS 103 and other applicable accounting standards.
What the transferor company brings
- It is the holding company of the transferee company.
- It is engaged in exploration, development and production of oil and gas assets, with discovered and proven oil and gas reserves.
- It has participating interests in five (5) oil and gas blocks, including one Coal Bed Methane (CBM) block.
- It has also acquired a quartzite block in India and, through its subsidiary, entered advanced agriculture.
Appointed date
The Appointed Date is the 1st day of the month in which the Effective Date occurs, or such other date as the adjudicating body may direct or fix.
Why the companies say they are merging
The stated rationale includes combining the transferee company's operations and maintenance, facility construction and related services with the transferor company's reservoir management, integrated field development and geological and geophysical strengths. The companies also cite access to a diversified portfolio of proven oil and gas and mineral resources, long-term revenue and cash flow visibility, cost synergies from lower general and administrative expenses and compliance cost, a larger net worth and asset base, better borrowing capability and a simplified shareholding structure.
Approvals and undertakings
- BSE advised it had no adverse observations, in a letter dated March 02, 2026; NSE conveyed its no objection under Regulation 37 of SEBI (LODR) Regulations, 2015 in a letter dated March 05, 2026.
- The petitioner companies stated that no investigation or proceedings are instituted or pending under the Companies Act, 1956 or the Companies Act, 2013 against them, and that no material litigation bearing on the scheme is pending; no winding-up petitions or petitions under the Insolvency and Bankruptcy Code, 2016 have been admitted against them.
- They have undertaken that the interests of creditors and employees shall be duly protected.
- The fees and stamp duty already paid by the transferor company on its authorised share capital shall be eligible for set-off against the fees and stamp duty payable by the transferee company on its authorised share capital, with any differential stamp duty paid as required.
- Certain observations were raised by the Regional Director, Western Region-I, Mumbai, and the ROC in the Regional Director's report dated 24.07.2026, to which the companies furnished clarifications and undertakings by affidavit dated 29.07.2026.
What it means for a retail investor
This update is about the receipt of the certified copy of the already-pronounced final order, and sets out the exchange ratio on which the transferor company's shareholders receive shares of the listed transferee company: 117 shares for every 10 shares. On the scheme becoming effective, the transferor company is to be dissolved without winding up.
Also from Asian Energy Services
Revenue Sharing Contract signed with Government of India for DSF Bid Round-IV contract area
23 Oct 2026
NCLT Sanctions Merger of Parent Oilmax Energy with the Company; 117:10 Share Swap
30 Sep 2026
More numbers
- Transferee company shares to be issued per 10 transferor shares117 (One hundred and seventeen)
- Transferor company shares for each block of the ratio10 (Ten)
- Face value per equity share of transferee and transferor companyRs. 10/-
- Oil and gas blocks in which transferor holds participating interestsfive (5)
- Coal Bed Methane (CBM) block in the transferor's portfolioone
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