NCLAT allows appeal, sets aside NCLT order rejecting HNPCL merger; shareholder meeting directions to follow

NCLAT Chennai has allowed the appeal by GOCL and Hinduja National Power Corporation (HNPCL) and set aside the NCLT Amravati order dated July 30, 2026 that had dismissed the first motion application for the merger of HNPCL into GOCL.

Fri 25 Sep 2026

NCLAT Order Date

September 25, 2026

NCLT Order Overturned

July 30, 2026

Merger Parties

HNPCL (Transferor) into GOCL (Transferee)

Deadline for Chairman/Scrutinizers Appointment

October 5, 2026

Application Update Date

June 22, 2026

What happened

GOCL received an order dated September 25, 2026 from the National Company Law Appellate Tribunal (NCLAT), Chennai Bench, which allowed the appeal shared by GOCL and Hinduja National Power Corporation Limited (HNPCL) and set aside the NCLT Amravati order dated July 30, 2026.

Background

• GOCL and HNPCL jointly shared a First Motion Company Scheme Application before NCLT Amravati for the Scheme of Merger by Absorption of HNPCL (Transferor) into GOCL (Transferee) under Sections 230 to 232 of the Companies Act, 2013.
• NCLT dismissed that application on July 30, 2026, citing that the Appointed Date of April 1, 2025 was more than one year before the update date without adequate justification, discrepancies in financial statements and documents shared, and that the application was shared belatedly.
• GOCL and HNPCL appealed before NCLAT under Section 421 of the Companies Act, 2013.

What NCLAT directed

NCLT has been directed to

• appoint the Chairman and Scrutinizers for the meetings;
• fix their respective remuneration;
• prescribe a schedule for the meetings.

This is to be done within one week of the NCLAT order and in any event not later than October 5, 2026.

NCLAT's observations

NCLAT observed that the issues considered by NCLT at the First Motion stage were premature, and that the Scheme should proceed to the stage where shareholders and creditors get an opportunity to consider it. It also noted that, as GOCL is a listed company, observations from the Stock Exchanges/SEBI were required before approaching the Tribunal; these were received only in May 2026, after which the application was shared on June 22, 2026.

What it means for investors

The merger process, which had been halted at the first stage, now moves forward towards convening of the equity shareholders' meeting. The Scheme still requires shareholder consideration and subsequent tribunal approval. The company has said it will make further disclosures upon receipt of further directions or orders from NCLT and as the Scheme progresses.

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