NCLT Ahmedabad Clears First Stage Of Adani Harbour–Adani Ports Merger

The National Company Law Tribunal (NCLT) at Ahmedabad in Tuesday cleared the first stage of the proposed merger between Adani Harbour Services Limited and its holding company Adani Ports and Special Economic Zone Limited, allowing the companies to move forward with the amalgamation process while dispensing with meetings of shareholders and creditors.

A coram comprising Judicial Member Chitra Hankare and Technical Member Dr Velamur G Venkata Chalapathy observed that the proposed scheme of amalgamation does not prejudice the interests of any class of stakeholders and is in the interest of the companies, their shareholders, creditors, employees and the general public.

The application was filed under Sections 230 to 232 of the Companies Act seeking approval at the first stage for the merger of Adani Harbour Services into Adani Ports, with July 1, 2025 proposed as the appointed date.

Adani Harbour Services is a wholly owned subsidiary of Adani Ports, which holds 100% of its equity share capital.

Adani Harbour Services, incorporated in 2009, provides consultancy and operational support services for ports, including logistics, towage and trans-shipment services across inland waterways, coastal waters and sea ports.

Adani Ports, the transferee company, is India's largest multi-port operator and also develops a multi-product special economic zone at Mundra in Gujarat. Its equity shares are listed on the BSE and NSE.

The tribunal noted that since the transferor company is wholly owned by the transferee company, no shares will be issued under the scheme and there will be no reorganisation of the share capital of Adani Ports. As a result, the rights of shareholders of the transferee company will remain unaffected.

Recording the rationale for the merger, the tribunal noted that the amalgamation would reduce the number of corporate entities requiring separate monitoring and compliances, leading to operational synergies, improved efficiency and lower administrative costs.

It further noted that the merger would also result in a reduction of legal, regulatory and accounting compliances, making operations more cost-efficient.

At the first-motion stage, the tribunal took note of the financial position of both companies. As on March 31, 2025, Adani Harbour Services had assets exceeding liabilities by Rs 14,339.75 crore, while Adani Ports had an excess of Rs 30,436.59 crore on a standalone basis.

In view of the consent affidavits placed on record and the absence of any compromise or reduction of creditor liabilities, the tribunal dispensed with the requirement of convening meetings of all classes of stakeholders.

For Adani Harbour Services, meetings of equity shareholders and unsecured creditors were waived, while noting that there were no secured or preference shareholders. For Adani Ports, meetings of equity shareholders, preference shareholders, secured creditors, 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 authorities. These authorities have been given 30 days to make representations, after which the companies may move the tribunal for final sanction of the scheme.