Odisha To Pursue OCPL–OPGC Merger Despite Ministry Objection

OCPL is a joint venture between OPGC and the Odisha government, with a shareholding split of 51 per cent and 49 per cent respectively. The OPGC board reportedly finalised the merger proposal in August.

Earlier this month, OCPL had approached the coal ministry for in-principle approval, given the allotment agreement of the Manoharpur and Dipside Manoharpur coal mines, as well as the bid document and Coal Block Development and Production Agreement (CBDPA) of the Tangardihi North coal block.

The ministry noted that the merger would dissolve the joint venture structure and transfer all rights and obligations of OCPL—including mining rights under the allotment agreement and the CBDPA—to OPGC. It pointed to clauses in the Manoharpur and Dipside Manoharpur allotment agreement that prohibit joint venture partners from transferring or alienating their shareholding or any interest in OCPL, including inter-se transfers, to any entity. This restriction applies to all forms of ownership or interest.

The ministry’s letter to OCPL also highlighted clauses in the Tangardihi North bid document and CBDPA that impose a lock-in period during which no change in control of the allottee is permitted. It further cited clause 13.3.2 of the allotment agreement, which states that any transfer of rights or interests that contravenes the agreement or applicable law shall be deemed void ab initio.

As the merger proposal violates these conditions, the ministry said it cannot grant in-principle approval.

However, state officials said that such clauses should not apply to mergers involving government entities. Principal Secretary of the Energy Department, Vishal Kumar Dev, said the state will take up the matter with the ministry and respond to the issues raised, seeking reconsideration.