Date: September 25, 2026

Legal Proceedings

GOCL Corporation Limited ("Company" / "GOCL") and Hinduja National Power Corporation Limited ("HNPCL") had jointly filed a First Motion Company Scheme Application before the National Company Law Tribunal, Amravati Bench ("NCLT") bearing C.A. (C.A.A.) No. 2/230/AMR/2026. The application sought directions for allowing the First Motion Company Scheme Application and convening meetings of equity shareholders in connection with the Scheme of Merger by Absorption of HNPCL into GOCL.

The Hon'ble NCLT dismissed the application vide its order dated July 30, 2026 on three grounds:

  • The Appointed Date under the Scheme (April 1, 2025) was more than one year prior to the filing date, with inadequate justification per MCA General Circular No. 09/2019 dated August 21, 2019
  • Certain discrepancies were noted in the financial statements, annual reports and other documents filed with the Scheme Application
  • The Scheme Application was filed belatedly before the NCLT

Appeal Outcome

HNPCL and GOCL preferred an appeal before the National Company Law Appellate Tribunal, Chennai Bench ("NCLAT") under Section 421 of the Companies Act, 2013, being Company Appeal (AT) (CH) No. 88/2026, challenging the NCLT's July 30, 2026 order.

The Company received an Order dated September 25, 2026 from the Hon'ble NCLAT which:

  • Allowed the appeal
  • Set aside the NCLT's order dated July 30, 2026 in C.A. (C.A.A.) No. 2/230/AMR/2026
  • Directed the NCLT to appoint Chairman and Scrutinizers for the meetings, fix their respective remuneration, and prescribe a meeting schedule within one week from the NCLAT order date (and in any event not later than October 5, 2026)

The NCLAT observed that the issues considered by the NCLT at the First Motion stage were premature and that the process should proceed to the stage where shareholders and creditors are afforded an opportunity to consider the Scheme. The NCLAT also noted that as GOCL is a listed company, the applicants were required to obtain requisite observations from Stock Exchanges/SEBI prior to approaching the Tribunal, which were received only in May 2026, following which the First Motion Company Scheme Application was filed on June 22, 2026.

Next Steps

The Company will make further disclosures as required under SEBI Listing Regulations upon receipt of further directions/orders from the NCLT and as the Scheme progresses.