NCLT Ahmedabad Sanctions Merger Of 10 Adani Power Subsidiaries Into Parent Company

The order was passed by Judicial Member Chitra Hankare and Technical Member Dr. Velamur G. Venkata Chalapathy.

The bench observed, "Further, in the joint petition filed under the proposed scheme, all the transferor companies are wholly owned subsidiaries of the Transferee Companies which are being proposed to be merged. Without prejudice to the order, consideration of the scheme based on its merits by this adjudicating authority is within the purview of the powers of this tribunal.”

The petition was filed jointly by nine transferor companies, Adani Power Dahej Ltd., Kutchh Power Generation Ltd., Resurgent Fuel Management Ltd., Mahan Fuel Management Ltd., Orissa Thermal Energy Ltd., Korba Power Ltd., Anuppur Thermal Energy (MP) Pvt. Ltd., Mirzapur Thermal Energy (UP) Pvt. Ltd., Emberiza Infra Park Ltd., and the transferee company, Adani Power Ltd. A tenth transferor, Vidarbha Industries Power Ltd., filed its application before NCLT Mumbai.

The scheme envisaged consolidation of these subsidiaries into Adani Power Ltd. with an appointed date of 1 April 2025. Board approvals were obtained in October 2025, and first‑motion directions were issued in January 2026, dispensing with shareholder and creditor meetings based on consent affidavits.

Notices were served on statutory authorities including the Regional Director (RD), Registrar of Companies (RoC), Income Tax Department, SEBI, and the Official Liquidator (OL).

RD observed compliance requirements regarding authorized share capital, accounting treatment, and pending inquiries into Adani Power Ltd. Petitioners filed affidavits undertaking compliance.

The Income Tax Department reported outstanding demands against certain transferors and the transferee company. It raised objections to the amalgamation of Resurgent Fuel Management Ltd. (Transferor No. 3), citing losses of Rs 83.03 crore that could potentially be set off against Adani Power's profits, impacting revenue.

Petitioners clarified that the loss was Rs 83.03 lakh, not crore, and argued that Resurgent Fuel was not an “industrial undertaking” eligible for carry‑forward benefits under Section 116 of the Income Tax Act. The petitioner company also denied that the Scheme is not tax neutral or that there is any valid objection as sought to be claimed by the Income Tax Department.

The Principal Commissioner of Income Tax, Ahmedabad, later confirmed the scheme appeared tax‑neutral.

SEBI stated that Regulation 37 of SEBI LODR was not applicable as the scheme involved merger of wholly owned subsidiaries with their holding company.

The official liquidator raised concerns regarding Korba Power Ltd. (Transferor No. 6), which had undergone CIRP. Petitioners responded that claims of creditors stood extinguished upon approval of Adani Power's resolution plan by NCLT Hyderabad in August 2024.

The companies further submitted that no proceedings or investigation were pending against any of the petitioner companies and that the accounting treatment specified in the scheme was in conformity with the accounting standards prescribed under Section 133 of the Companies Act.

The Bench noted that all statutory requirements under Sections 230–232 were satisfied and that affidavits filed by petitioners addressed regulatory concerns, including pending tax proceedings and compliance with MCA directions.

It was also noted that the scheme was bona fide, intended to achieve synergies, and in the interest of shareholders, creditors, and stakeholders. The bench observed,

“Since this is a scheme of amalgamation of wholly owned subsidiaries with the transferee company (holding company) with no specific observations from SEBI, the observations of other regulators and the compliance provided by the transferee company apparently seem to be in order to consider the scheme proposed.”

Accordingly, the scheme was sanctioned by the NCLT, and the bench directed that the scheme would be binding on all companies, shareholders, and creditors.

For Applicants: Advocate Sandeep Singhi