NCLT approves first stage of Adani Harbour and Adani Ports merger

The Ahmedabad branch of National Company Law Tribunal on Tuesday gave its nod for the first stage approval to the proposed merger of Adani Harbour Services Limited with its parent firm -- Adani Ports and Special Economic Zone Limited.

 

It also cleared the way for the amalgamation process and waived the requirement of stakeholder meetings.

 

A Bench comprising Judicial Member Chitra Hankare and Technical Member Velamur G Venkata Chalapathy held that the scheme does not adversely affect any category of stakeholders and serves the interests of the companies, their shareholders, creditors, employees, and the public at large.

 

The companies had approached the tribunal under Sections 230 to 232 of the Companies Act, seeking approval at the initial stage of the merger, with July 1, 2025 proposed as the appointed date. 

 

 

Adani Harbour Services is a wholly owned subsidiary of Adani Ports, which holds the entire equity share capital of the transferor company.

 

In its order, the tribunal noted that since the subsidiary is fully owned by the transferee company, the scheme does not involve the issuance of any shares or restructuring of Adani Ports’ share capital.

 

Consequently, the rights of the listed company’s shareholders remain unchanged.

 

Recording the commercial justification for the merger, the Bench observed that the consolidation would streamline the group structure by reducing the number of entities requiring separate oversight and statutory compliances.

 

The tribunal noted that the amalgamation is expected to generate operational synergies, improve efficiency and bring down administrative and compliance costs.

 

The tribunal also examined the financial position of both companies. As of March 31, 2025, Adani Harbour Services reported assets exceeding liabilities by Rs 14,339.75 crore, while Adani Ports recorded a surplus of Rs 30,436.59 crore on a standalone basis.

 

"In addition there will be a further excess of assets over liabilities to the tune of

₹44,776.34 crore in the transferee company upon the effectiveness of the scheme(expected, based on March 31, 2025 financial figures)," the order said. 

 

Given the consent affidavits on record and the absence of any compromise or arrangement affecting creditor claims, the tribunal dispensed with the requirement of convening meetings of shareholders and creditors. 

 

For Adani Harbour Services, meetings of equity shareholders and unsecured creditors were waived, noting that the company has no secured or preferred shareholders. For Adani Ports, meetings of equity and preference shareholders, secured and unsecured creditors, and non-convertible debenture holders were also dispensed with.

 

The tribunal directed the companies to issue statutory notices under Section 230(5) of the Companies Act, along with the scheme and explanatory statements, to the concerned regulatory authorities.

 

The authorities have been granted 30 days to submit their representations, following which the companies may seek final approval of the scheme.