NCLT Chandigarh Approves Merger Of HPCL-Mittal Pipelines With HPCL-Mittal Energy

The National Company Law Tribunal (NCLT) at Chandigarh has approved the merger of HPCL-Mittal Pipelines Limited into HPCL-Mittal Energy Limited, a public–private joint venture between state-owned Hindustan Petroleum Corporation Limited and the Mittal Group. The order allows the pipeline company to be dissolved without winding up.The order was passed by a coram of Judicial Member Khetrabasi Biswal and Technical Member Shishir Agarwal. Allowing the second motion petition, the tribunal said, “there does not appear to be any impediment in granting sanction to the proposed scheme.” Both companies are based in Bathinda, Punjab. HPCL-Mittal Pipelines Limited, incorporated in 2008, operates cross-country pipelines, single-point mooring systems, and storage facilities for transporting crude oil and petroleum products. HPCL-Mittal Energy Limited, incorporated in 2000, runs a large refinery and petrochemicals business engaged in producing, refining, and marketing petroleum products. The refinery company is a public–private partnership between Hindustan Petroleum Corporation Limited, a Government of India PSU, and the Mittal Group. The companies told the tribunal that the merger would bring pipeline assets under the refinery business. It would cut administrative duplication. It would also simplify the group structure and improve the use of financial and operational resources. Earlier, the tribunal had dispensed with meetings of equity shareholders of both companies and creditors of the transferee company. A meeting of unsecured creditors of the transferor company was held on 25 June 2025. The scheme was approved by 110 out of 111 creditors. They represented 98.38 percent of the total unsecured debt value. Regulators raised limited issues. The Regional Director and the Registrar of Companies pointed to deferred tax liabilities and irregularity in filing merger-related documents with them. The companies replied that deferred tax is only an accounting entry under Indian Accounting Standards. They also confirmed that forms with merger-related documents were filed in September 2025. The Income Tax Department flagged unabsorbed depreciation of about Rs 22.72 crore in the transferor company. The energy company undertook that it would not claim any benefit under Section 72A of the Income Tax Act. After this assurance, the department said it had no objection to the merger. Sanctioning the scheme, the tribunal directed that all assets, contracts, employees, and liabilities of the pipeline company would vest in the refinery company from 1 April 2024. The pipeline company shall stand dissolved with the sanction.Case Title: HPCL-Mittal Pipelines Ltd. and Anr.Citation: 2026 LLBiz NCLT (CHD) 12Case Number: CP (CAA) No.34/Chd/Pb/2025For Petitioner: Advocate Varun Yadav KhaitanFor Income Tax Department: Senior Standing Counsel Varun IssarFor the OL: Advocate Edward Augustine GeorgeClick Here To Read/Download Order

NCLT Chandigarh Approves Merger Of HPCL-Mittal Pipelines With HPCL-Mittal Energy

Shivangi Bhardwaj

Tags