NCLT Chandigarh Clears Merger Of Alternative Fuel Company Into Lumax Group Company

The National Company Law Tribunal (NCLT) at Chandigarh has cleared the merger of Greenfuel Energy Solutions Private Limited, a Gurgaon-based manufacturer of alternative fuel system components and batteries, with Lumax Resources Private Limited, a group company of listed auto components maker Lumax Auto Technologies Limited.

A bench of Judicial Member Khetrabasi Biswal and Technical Member Kaushalendra Kumar Singh sanctioned the scheme on January 14, 2026. The tribunal said the merger complied with legal requirements and faced no surviving objections.

Greenfuel makes components used in CNG, LNG, and hydrogen fuel systems, as well as lithium-ion batteries. Lumax Resources is a wholly owned subsidiary of Lumax Auto Technologies and was set up in March 2024 as a special purpose vehicle for this acquisition. The appointed date of the merger is November 26, 2024.

The Regional Director had flagged that Lumax Resources had no operational revenue and reported cash losses of Rs 418.34 lakh in FY 2024–25 during the process. The company said the losses were mainly due to interest on a Rs 110 crore loan taken to fund the acquisition.

The tribunal accepted this explanation and held that the concerns raised by regulators did not block approval. It noted that all statutory compliances had been met.

Under the scheme, Lumax Resources will issue 66,667 equity shares of Rs 10 each to Greenfuel's shareholders, excluding its own holding. This preserves a 40% stake for Greenfuel's minority shareholder, Akshay Kashyap. Lumax has also agreed to take over all liabilities, including a Rs 4 lakh customs penalty under appeal before CESTAT.

The tribunal ordered that all assets, liabilities, and employees of Greenfuel be transferred to Lumax Resources. Greenfuel will be dissolved without winding up. Lumax Resources must file the order with the Registrar of Companies within 30 days.

Case Title: Greenfuel Energy Solutions Private Limited and Lumax Resources Private Limited

Citation: 2026 LLBiz NCLT (CHD) 63

Case Number: CP (CAA) 46/Chd/Hry of 2025

For Petitioner: Advocates Atul Sood and Rohan Sood

For Income Tax: Senior Standing Counsel Varun Issar

For OL: Advocate Edward Augustine George