NCLT Indore approves HEG composite demerger and Bhilwara Energy amalgamation

In re HEG Limited (NCLT Indore)

Summary: The National Company Law Tribunal, Indore Bench, sanctioned the Composite Scheme of Arrangement among HEG Limited, HEG Graphite Limited and Bhilwara Energy Limited under Section 230 to Section 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The order was delivered on 13 August 2026. The petition was the second-motion proceeding following the Tribunal’s first-motion order dated 26 March 2026.

The Scheme comprised two principal limbs. First, the Graphite Business of HEG Limited, the First Petitioner Company, was to be demerged and transferred to HEG Graphite Limited, the Second Petitioner Company, as the Resulting Company. Second, Bhilwara Energy Limited, the Third Petitioner Company, was to be amalgamated with and into HEG Limited. The stated rationale was to segregate businesses having different strategies, risks, market dynamics and growth trajectories, thereby permitting focused management, access to differentiated investors and lenders, improved operational efficiency and clearer visibility of business performance. The amalgamation was intended to consolidate assets and liabilities, reduce multiple entities and associated legal, regulatory and administrative costs.

The Scheme fixed 1 April 2024 as the Appointed Date. The share exchange ratio for the demerger was one fully paid equity share of Rs. 2 in HEG Graphite Limited for every one equity share of Rs. 2 in HEG Limited. For the amalgamation, the ratio was eight fully paid equity shares of Rs. 2 each in HEG Limited for every seven equity shares of Rs. 10 each in Bhilwara Energy Limited. The valuation was undertaken by PwC Business Consulting Services LLP, an IBBI Registered Valuer, and was supported by a fairness opinion from ICICI Securities Limited.