NCLT Mumbai Approves Vidarbha Industries Power Merger With Adani Power

The National Company Law Tribunal's Mumbai Bench has sanctioned the merger of Vidarbha Industries Power Limited with Adani Power Limited as part of a larger scheme under which 10 Adani Group companies are being amalgamated into Adani Power.

A bench of Judicial Member Vinay Goel and Technical Member Charanjeet Singh Gulati held that the merger scheme appeared fair and reasonable, not violative of law or contrary to public policy.

The Tribunal said,"From the material on record, the Scheme of Amalgamation appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy considering that no objection has been received from any authority or creditors or members or any other stakeholders."

The first motion application was allowed by the NCLT on May 12, 2026 following which the company complied with the Tribunal's directions and proceeded with the second motion petition.

The scheme provides for the merger of 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 Vidarbha Industries Power Ltd with Adani Power.

The appointed date of the scheme is April 1, 2025. Vidarbha Industries Power the tenth transferor company, is engaged in power generation and operates a 600 MW thermal power plant at Buttibori, Nagpur. It is a wholly owned subsidiary of Adani Power.

The Income Tax Department in its letter dated June 3, 2026, clarified that all pending proceedings against Vidarbha Industries Power would continue against Adani Power after the merger. It also reserved the right to examine any tax liability arising from the scheme and to initiate proceedings if the scheme resulted in tax avoidance or violations of the Income Tax Act.

The Official Liquidator of the Bombay High Court in his report dated July 22, 2026, stated that the affairs of Vidarbha Industries Power had not been conducted in a manner prejudicial to public interest or the interests of creditors.

The company undertook to preserve its books and records and comply with applicable requirements concerning stamp duty and filing of the sanctioned scheme with the Registrar of Companies.

Accordingy, the Tribunal approved the second motion and directed that Vidarbha Industries Power be dissolved without winding up and its properties, rights and liabilities vest in Adani Power.

Vidarbha Industries Power was directed to file the certified order along with the Scheme with the Registrar of Companies in e-form INC-28 within 30 days of receiving the certified copy and to submit certified copies to the concerned statutory authorities.

For the Applicant Companies: Advocates Sandeep Singvi, Rahul Kamerkar, Aparajit R. Jha, Varun Agarwal