NCLT Sanctions Amalgamation Scheme for Adani Power Limited and Nine Subsidiaries

NCLT Sanctions Amalgamation Scheme for Adani Power Limited and Nine Subsidiaries​

Adani Power Limited has received crucial approval regarding its proposed scheme of amalgamation, with the National Company Law Tribunal (NCLT) Ahmedabad sanctioning the merger of nine wholly owned subsidiaries into the parent company. The transaction, which has an appointed date of April 1, 2025, involves consolidating several key thermal and power management entities under Adani Power Limited (APL).

The amalgamation encompasses ten transferor companies, including subsidiary firms such as Adani Power Dahej Limited (APDL), Kutchh Power Generation Limited (KPGL), Resurgent Fuel Management Limited (RFML), Mahan Fuel Management Limited (MFML), Orissa Thermal Energy Limited (OTEL), Korba Power Limited (KPL), Anuppur Thermal Energy (MP) Private Limited (ATEMPPL), Mirzapur Thermal Energy (UP) Private Limited (MTEUPPL), and Emberiza Infra Park Limited (EIPL). Vidarbha Industries Power Limited (VIPL) is also part of the overall scheme but remains under adjudication before the NCLT Mumbai Bench.

The NCLT Ahmedabad granted the order sanctioning the Scheme of Amalgamation on August 4, 2026, for the amalgamation involving the first nine wholly owned subsidiaries. The scheme's effectiveness hinges upon the completion of all stipulated steps and compliance requirements outlined in the approved plan.

Compliance and Regulatory Adherence​

The approval process involved extensive review by various regulatory bodies, including the Regional Director (RD), Registrar of Companies (RoC), Income Tax Department, and SEBI.

Regarding compliance matters:

• Regulatory Oversight: The petitioner companies undertook to comply with all directions issued by the RD and RoC regarding pending investigations or proceedings under the Companies Act, 2013.
• Tax Implication: The NCLT noted that the Income Tax Department maintained the right to examine any tax payable resulting from the sanction of the scheme, affirming that the approval would not prejudice the rights of the department in future proceedings concerning tax liabilities.
• SEBI Review: SEBI confirmed that Regulation 37(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, was not applicable, as the scheme solely provides for the merger of wholly owned subsidiaries with their holding company.

Operational Commitments Under the Scheme​

The Sanction order stipulated several key directives for the Transferee Company (APL) concerning its predecessors:

• Liabilities Transfer: All liabilities and duties of the nine transferor companies are to be transferred to Adani Power Limited as per the scheme.
• Asset Acquisition: All property rights, assets, and powers of the transferor companies will be transferred to Adani Power Limited.
• Employee Status: All workers and employees of the Transferor Companies will be deemed employees of the Transferee Company with effect from the appointed date, ensuring no break or discontinuity in their service terms.
• Pending Actions: The order confirmed that any proceedings pending against the transferor companies will continue by or against Adani Power Limited post-amalgamation.

The sanctioned scheme dictates that all concerned authorities must act upon a certified copy of the NCLT Order along with the authenticated Scheme, and the Transferee Company is required to comply with specific statutory filing obligations within designated timelines.

ADANIPOWER Stock Price Movement​

As of 3:13 PM, Adani Power Limited sheds 1.25% in live trading, currently charting at ₹207.33. Nearly 11.4 million shares have changed hands so far today as the stock navigates the afternoon session.