NCLT Approves Merger Of Two Adani Electricity Mumbai Subsidiaries Into It
The National Company Law Tribunal's (NCLT) Ahmedabad bench has sanctioned the merger of Adani Electricity Mumbai Limited's wholly owned subsidiaries, Pointleap Projects Private Limited and Superheights Infraspace Private Limited, with the power distribution company, with effect from April 1, 2025.
The order was passed by the bench of Judicial Member Chitra Hankare and Technical Member Dr V. G. Venkatachalapathy
The petitioners had sought approval for the amalgamation after securing approval from their respective boards of directors through resolutions dated 25 October 2025.
Earlier, by order dated 8 May 2026, the Tribunal had dispensed with the requirement of convening meetings of shareholders and creditors, based on consent affidavits. Later, notices were served upon statutory authorities including the Regional Director (RD), Registrar of Companies (RoC), Income Tax Department, and Official Liquidator (OL).
The RD raised concerns regarding accounting treatment, stamp duty on enhanced share capital, and creditor consents. The petitioners clarified that the scheme complies with Section 133 of the Companies Act, treating the transaction as a business combination under common control.
They further undertook to pay differential fees if required under Section 232(3)(i). The Tribunal also rectified an earlier omission, confirming that meetings of secured creditors were dispensed with. On regulatory approvals, the petitioners argued that no consent was required from electricity regulators for the scheme.
The RoC's report confirmed statutory compliance, noting that the companies had filed balance sheets and annual returns up to FY 2025. It highlighted discrepancies in charge records, particularly with secured facilities involving SBICAP Trustee, Global Loan Agency Services Australia, and Catalyst Trusteeship.
The petitioners explained that charges were correctly disclosed, with certain facilities pertaining to subsidiaries and not creating liabilities for the transferee. The RoC also directed preservation of books under Section 239 and compliance with statutory filings post-sanction. The companies undertook to do the same.
The Income Tax Department, through letters dated 10 June and 30 June 2026, raised no objection but imposed conditions. It required Adani Electricity Mumbai Limited to assume liability for any existing or future tax demands of the transferor companies.
The department also reserved the right to invoke provisions of the Income Tax Act in case of non-compliance. Outstanding tax demand of Rs 40.33 lakh was noted against the transferee, with penalty and appeal proceedings for AY 2024 pending. The petitioners undertook to discharge all such liabilities in accordance with law.
The Official Liquidator's report confirmed that the transferor companies had filed financials up to 31 March 2025, had not accepted deposits under Section 73, and were compliant with accounting standards.
The companies further submitted that no proceedings or investigations were pending against them and that the Scheme does not provide for any capital reduction as well as does not provide for any corporate debt restructuring.
After considering submissions and reports, the Tribunal held that the requirements of Sections 230–232 were satisfied. It observed that the scheme was bona fide, in the interest of shareholders and creditors, and free from objections. Accordingly, the scheme was sanctioned. The Tribunal further ordered dissolution of the transferor companies without winding up, and the transfer of all assets, liabilities, and employees to the transferee.
For Applicants: Advocate Sandeep Singhvi; Advocate Aman Mir for IT Dept