Tribunal Approval and Scope
The Ahmedabad bench of the National Company Law Tribunal has granted first-stage approval for the proposed merger of Adani Harbour Services Limited with its parent company, Adani Ports and Special Economic Zone Limited. The tribunal also waived the requirement to hold meetings of shareholders and creditors, allowing the amalgamation process to proceed without procedural delays.
Legal Framework and Appointed Date
The approval was issued under Sections 230 to 232 of the Companies Act, 2013, by a bench comprising Judicial Member Chitra Hankare and Technical Member Velamur G Venkata Chalapathy. The companies have proposed July 1, 2025, as the appointed date for the merger.
Ownership Structure and Shareholder Impact
Adani Harbour Services is a wholly owned subsidiary of Adani Ports, with the parent holding the entire equity share capital. The tribunal noted that the scheme does not involve any issuance of new shares or restructuring of Adani Ports’ share capital. Consequently, the rights and interests of the listed company’s shareholders will remain unaffected.
Commercial Rationale for the Merger
Recording the commercial justification, the tribunal observed that the consolidation would simplify the Adani Group’s corporate structure. The merger is expected to reduce the number of entities requiring separate regulatory oversight and statutory compliance, leading to improved operational efficiency and lower administrative costs.
Financial Position of the Companies
The tribunal reviewed the financials of both entities as of March 31, 2025. Adani Harbour Services reported assets exceeding liabilities by ₹14,339.75 crore, while Adani Ports recorded a standalone surplus of ₹30,436.59 crore. Upon the merger becoming effective, the transferee company is expected to have an excess of assets over liabilities amounting to ₹44,776.34 crore, based on the same financial figures.
Waiver of Meetings and Next Steps
Given the submission of consent affidavits and the absence of any compromise affecting creditor claims, the tribunal dispensed with meetings of shareholders and creditors for both companies. The tribunal has directed the companies to issue statutory notices to relevant regulatory authorities, who have been given 30 days to submit their representations before the companies seek final approval of the scheme.
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