NCLT Ahmedabad Clears First Motion For Amalgamation Of Adani Electricity Mumbai's Subsidiaries Into It

The Ahmedabad bench of the National Company Law Tribunal (NCLT) has approved the first-stage application for the amalgamation of Pointleap Projects Pvt. Ltd. and Superheights Infraspace Pvt. Ltd., two wholly owned subsidiaries of Adani Electricity Mumbai Ltd Into It.

The tribunal dispensed with meetings of shareholders and relevant creditors and directed issuance of notices to statutory authorities.

The order was passed on May 8 by a coram of Judicial Member Chitra Hankare and Technical Member Dr. V.G. Venkata Chalapathy. The appointed date of amalgamation has been fixed as April 1, 2025.

Pointleap Projects and Superheights Infraspace, the transferor companies, are wholly owned subsidiaries of Adani Electricity Mumbai, the transferee company. The scheme was approved by the respective boards through resolutions dated October 25, 2025.

The applicants sought dispensation of meetings, stating that all equity shareholders had provided written consent and that creditors' rights would remain unaffected, as no compromise or reduction of liabilities was proposed.

Pointleap Projects has an authorised share capital of Rs 90 crore and paid-up capital of Rs 6.78 lakh. It has seven equity shareholders, all of whom consented, no secured creditors, and three unsecured creditors whose rights remain unaffected.

Superheights Infraspace has an authorised share capital of Rs 5 lakh and paid-up capital of Rs 3 lakh. All seven equity shareholders consented. It has no secured creditors and five unsecured creditors whose rights are unaffected.

Adani Electricity Mumbai has an authorised share capital of Rs 5,000 crore and paid-up capital of Rs 4,020.82 crore. Its eight equity shareholders consented.

It has 13 secured creditors and 1,315 unsecured creditors. The applicants stated that no compromise was being offered to these creditors and no liability would be reduced or extinguished.

The applicants submitted that infrastructure projects often use separate entities for land parcels required under projects, which facilitates financing and approvals. They said the amalgamation would streamline the group structure, centralise operations, eliminate overlapping functions, reduce administrative costs, improve efficiency, enhance access to financial resources, and simplify regulatory compliance.

The tribunal recorded that statutory auditors certified compliance of the proposed accounting treatment with applicable accounting standards. The applicants also stated that the scheme was in the interest of the companies, shareholders, creditors, employees, and the public at large. They further said no proceedings were pending against the companies under Sections 210 to 227 of the Companies Act.

The bench noted that the scheme does not involve debt restructuring. It also recorded that Competition Act provisions were not applicable and that no notice to the RBI under FEMA or to SEBI was required.

However, notices were directed to Singapore Exchange Securities Trading Limited, India International Exchange (IFSC) Limited, NSE IFSC Limited, and statutory authorities, inviting representations within 30 days.