NCLT Mumbai Allows First Motion Plea In Vidarbha Industries-Adani Power Merger

The National Company Law Tribunal (NCLT) at Mumbai bench on Tuesday (May 12) allowed a first-motion company scheme application for the amalgamation of Vidarbha Industries Power Limited into Adani Power Limited under Sections 230 to 232 of the Companies Act, 2013.

A bench of Judicial Member Nilesh Sharma and Technical Member Charanjeet Singh Gulati passed the order.

The tribunal noted that Vidarbha Industries Power is a wholly owned subsidiary of Adani Power. It recorded that no shares would be issued under the scheme, as the shares held by Adani Power and its nominees in the transferor companies would stand cancelled upon the scheme taking effect. The appointed date of the scheme is April 1, 2025.

The boards of Vidarbha Industries Power and Adani Power approved the scheme on October 30, 2025.

Vidarbha Industries Power operates a 600 MW thermal power plant comprising two 300 MW units at Buttibori in Nagpur. Adani Power operates thermal and solar power plants with a total operational capacity of 14,550 MW across multiple locations in India.

According to the scheme, the amalgamation is intended to improve scale, operational flexibility, organisational efficiency and financial flexibility. It is also expected to strengthen the combined entity's credit profile, reduce borrowing costs and simplify the corporate structure.

The tribunal noted that Adani Power had excess assets over liabilities of ₹47,882.09 crore as of September 30, 2025. Upon the scheme taking effect, the figure is expected to rise to ₹51,875.07 crore.

All equity shareholders of Vidarbha Industries Power consented to the scheme through affidavits. Since no compromise or arrangement affecting secured or unsecured creditors was proposed, the tribunal dispensed with meetings of the company's equity shareholders, secured creditors and unsecured creditors.

The tribunal also directed issuance of notices to the Regional Director, Registrar of Companies, Income Tax authorities, GST authorities, the Official Liquidator and other concerned regulatory authorities regarding the proposed scheme.