NCLT Mumbai Allows First Motion Transfer Of Essel Mining's Renewable Energy Business To Aditya Birla Renewables

The National Company Law Tribunal's Mumbai Bench has allowed the first motion application for a composite scheme under which Essel Mining and Industries Ltd will transfer its renewable energy undertaking to Aditya Birla Renewables Ltd through a slump sale involving the transfer of the business as a whole.

The Tribunal has alo allowed four renewable energy subsidiaries will merge into Aditya Birla Renewables.

A bench of Judicial Member Ashish Kalia and Technical Member Banwari Lal Meena passed the order in a joint application filed by five companies under Sections 230-232 of the Companies Act, 2013.

The scheme has an appointed date of April 1, 2025. Essel Mining which is not an applicant before the Mumbai Bench, has separately obtained a first motion order from the NCLT Kolkata Bench on April 28, 2026.

Under the proposed arrangement, Essel Mining's renewable energy undertaking will be transferred to Aditya Birla Renewables through a slump sale. Electrotherm Renewables Private Limited will merge into Aditya Birla Renewables while ABREL EPCCO Services Limited, ABREL Renewables EPC Limited and ABREL EPC Limited will also be amalgamated with the transferee company.

The companies said the restructuring would consolidate renewable energy generation and ancillary services under a single platform, simplify corporate and management structures, reduce duplicated administrative functions and improve operational efficiency.

The scheme provides for the issue of 39,90,75,667 equity shares of Aditya Birla Renewables to Essel Mining as consideration for the slump sale. For the merger of Electrotherm Renewables, 187,070 equity shares of Aditya Birla Renewables are proposed for every 100 equity shares of Electrotherm Renewables. No consideration is proposed for the three wholly owned subsidiaries.

Accordingly, The Tribunal dispensed with the meetings of the relevant shareholders and creditors where the requisite consents or other grounds justified doing so. It directed the applicant companies to serve notices, along with enclosures in Form CAA.3, on the Regional Director, Registrar of Companies, SEBI, stock exchanges and concerned income-tax authorities.

The matter will proceed through the statutory notice and representation process before the scheme receives final approval.

For the Applicant(s) : Prateek Seksaria, Senior Counsel, Sandeep Singhi, Advocate, Vidit Divya Kumat, Advocate, and Varun Agarwal, Advocates