NCLT Ahmedabad Sanctions Fast-Track Amalgamation Of Adani Harbour Services With Adani Ports

On 1 April, the Ahmedabad Bench of the National Company Law Tribunal (NCLT) has sanctioned the scheme of amalgamation of Adani Harbour Services Limited (Transferor Company) with Adani Ports and Special Economic Zone Limited (Transferee Company) under Sections 230–232 of the Companies Act, 2013.

A Bench comprising Judicial Member Chitra Hankare and Technical Member Dr Velamur G. Venkata Chalapathy held that the scheme is bona fide and serves the interests of shareholders and creditors, noting that the petitioner companies complied with all statutory requirements and no objections arose. It held:

“The Scheme of Amalgamation is hereby sanctioned and it is declared that the same shall be binding on the Petitioner Companies and their Shareholders and Creditors and all concerned under the Scheme.”

Both companies, incorporated under the Companies Act, 1956, and headquartered in Ahmedabad, filed a joint petition seeking approval of the scheme. Their respective Boards of Directors approved the scheme through resolutions dated 4 November 2025. By order dated 16 December 2025, the Tribunal had dispensed with meetings of shareholders and creditors based on consent affidavits.

Following the Tribunal's order dated 8 January 2026, the petitioners issued notices to the Regional Director, Registrar of Companies (RoC), Jurisdictional Income Tax Authority, Principal Chief Commissioner of Income Tax, Official Liquidator (for the Transferor Company), SEBI, NSE, BSE, and Singapore Exchange Securities Trading Limited.

The Regional Director highlighted a pending inquiry under Section 206(3) against Adani Ports regarding accounting irregularities identified by ICAI and QRB, and requested clarity on post-amalgamation accounting treatment. The RD also required the petitioner to comply with Section 232(3)(i) on fees and submit documentary evidence for stock exchange disclosures.

The RoC confirmed that neither company qualifies as an NBFC, noted that Adani Ports is listed on BSE and NSE, and directed the preservation of books under Section 239, compliance with statutory liabilities, payment of stamp duty, and filing of a certified copy of the order.

The Official Liquidator reported that the Transferor Company filed its balance sheet with the RoC up to 31 March 2025 and asked the Transferee Company to pay Rs. 20,000 toward official liquidator expenses.

The Income Tax Department confirmed that Adani Ports has no outstanding demand, while Adani Harbour Services has Rs. 4,38,49,031. It clarified that all tax liabilities of the transferor will transfer to the transferee.

The petitioner companies stated that they will record all assets, liabilities, and reserves of the transferor at carrying values in the transferee's books and comply with Section 232(3)(i) and any directions from the RD, RoC, or Ministry.

The Transferee Company also committed to preserving all books, papers, and records of the Transferor Company, and confirmed that it filed the scheme with stock exchanges under SEBI LODR requirements. It assured that it will discharge outstanding tax demands according to law.

The petitioners confirmed that no proceedings or investigations are pending against them, and that the scheme does not involve capital reduction or corporate debt restructuring.

The Tribunal observed that the petitioners satisfied all requirements of Sections 230 and 232 of the Companies Act, 2013, and that the scheme facilitates consolidation of the holding company by acquiring its own subsidiary through fast-track approval.

Accordingly, the Tribunal disposed of the application.

For Applicants: Advocates Sandeep Singhi and Harsh Agarwal