Dispensation of Shareholder and Creditor Meetings Granted; Amalgamation to Enhance Operational Efficiency
In a significant ruling, the National Company Law Tribunal (NCLT) Ahmedabad bench has approved the Scheme of Amalgamation between Adani Harbour Services Limited and Adani Ports and Special Economic Zone Limited, effectively allowing the merger of the two entities. The judgment, delivered by Mrs. Chitra Hankare, Member (Judicial), and Mr. Velamur G Venkata Chalapathy, Member (Technical), on December 16, 2025, dispenses with the requirement to convene meetings for equity shareholders, preference shareholders, secured creditors, and unsecured creditors of both companies. This decision follows the application filed by the companies under Sections 230-232 of the Companies Act, 2013.
The amalgamation aims to streamline corporate structures, enhance operational efficiency, and integrate business functions, ultimately leading to cost and organizational efficiencies. This strategic move is set to reduce the number of corporate entities, thereby minimizing corporate compliance requirements and administration workload.
The tribunal’s decision considers the financial health of both companies, noting the excess of assets over liabilities. As of September 30, 2025, the Transferor Company, Adani Harbour Services Limited, had assets exceeding liabilities by INR 9,989.1 crore, while the Transferee Company, Adani Ports and Special Economic Zone Limited, reported an excess of INR 29,876.72 crore. The scheme promises no compromise or reduction in liabilities for creditors, maintaining their interests post-amalgamation.
The statutory auditors have confirmed that the accounting treatment proposed in the scheme complies with Section 133 of the Companies Act, 2013, and the applicable accounting standards. The scheme does not involve restructuring debts or allotment of new shares, further affirming the tribunal’s decision to dispense with shareholder meetings.
In compliance with Section 230(5) of the Companies Act, 2013, the tribunal directed the applicant companies to notify relevant regulatory authorities, including the Central Government, Registrar of Companies, Income Tax Department, SEBI, stock exchanges, and others. These authorities have been given 30 days to make any representations regarding the amalgamation.
The ruling underscores the tribunal’s confidence that the amalgamation is in the best interest of the companies, their shareholders, creditors, employees, and other stakeholders, without prejudicing the general public interest.
Bottom Line:
Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013 - Dispensation of meetings of equity shareholders, preference shareholders, secured creditors, and unsecured creditors granted for both the Transferor and Transferee Companies.
Statutory provision(s): Sections 230-232 of the Companies Act, 2013, Section 133 of the Companies Act, 2013, Rule 8 of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016
Adani Harbour Services Limited, (NCLT)(Ahmedabad) : Law Finder Doc id # 2823046
