NCLT Ahmedabad Approves Amalgamation Of Adani Group Subsidiaries, Dispenses With Statutory Meetings

The Ahmedabad Bench of the National Company Law Tribunal (NCLT) on 20 April approved a scheme of amalgamation among wholly owned subsidiaries of Adani Energy Solutions Ltd. and dispensed with statutory meetings after recording unanimous consents of shareholders and creditors under Sections 230–232 of the Companies Act, 2013.

A Bench of Judicial Member Shammi Khan and Technical Member Sanjeev Sharma allowed the company application filed by Gopalaya Build Estate Pvt. Ltd., Adani Transmission Step-Five Ltd., and Halvad Transmission Ltd.

The applicants proposed the amalgamation of the two companies into Halvad Transmission Ltd., with effect from 1 April 2025. The Boards of Directors of the applicant companies approved the Scheme of Amalgamation in their respective meetings held on 13 March 2026.

Gopalaya Build Estate, incorporated in 2019, functions as a wholly owned subsidiary engaged in procuring land for the establishment of electrical substations. Adani Transmission Step-Five, incorporated in 2023, holds forest approvals and environmental clearances for transmission infrastructure projects. Halvad Transmission operates in the business of power transmission. All three companies remain wholly owned subsidiaries of Adani Energy Solutions.

The applicants submitted that the Scheme aims to streamline the organisational structure of Adani Energy Solutions and consolidate subsidiaries under a unified framework. They stated that the consolidation would facilitate better resource allocation, improve operational coordination, reduce administrative overheads, and strengthen decision-making efficiency. They further stated that integration of the entities would enable economies of scale and optimise capital utilisation.

The financial statements placed before the Tribunal showed that both transferor companies carried excess liabilities over assets as of 31 March 2025 on a standalone basis. By 31 December 2025, both transferor companies reflected positive net assets. Halvad Transmission continued to maintain a strong financial position, with assets exceeding liabilities by over Rs 20,913 Lakhs.

The Tribunal observed that the amalgamation would result in a stronger consolidated financial position and would safeguard creditor interests. It further noted that the Scheme constituted an internal reorganisation within a group of wholly owned subsidiaries of Adani Energy Solutions and did not result in any dilution of shareholding or impact external stakeholders.

On the issue of convening meetings, the Tribunal accepted the applicants' request for dispensation. In Gopalaya Build Estate, all equity shareholders, including the transferee company holding 994 out of 1,000 shares, filed consent affidavits.

In Adani Transmission Step-Five, Adani Energy Solutions held 9,994 out of 10,000 shares, while the remaining shares were held by nominee shareholders who also submitted consent affidavits. In Halvad Transmission Ltd., equity shareholding was similarly concentrated with Adani Energy Solutions, with all nominee shareholders providing consent.

The Tribunal dispensed with meetings of unsecured creditors, noting that the Scheme did not involve any compromise, reduction, or extinguishment of liabilities. It recorded that unsecured creditors of the transferor companies would become creditors of the financially stronger transferee company, ensuring no adverse impact on their interests.

The Bench also dispensed with meetings of secured creditors of Halvad Transmission, as the Scheme did not propose any modification or compromise of their rights. Similarly, it waived meetings of compulsory convertible debenture holders, as the sole holders in the transferor companies had provided consent affidavits.

It directed issuance of notices to the Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Authorities under Section 230(5) of the Companies Act, 2013.

Accordingly, the NCLT allowed the application and approved the Scheme of Amalgamation.

APPLLICANTS ADVOCATE/ PROFESSIONAL: Advocate Sandeep Singhi