NCLT Mumbai Sanctions Vedanta Demerger Plan

The National Company Law Tribunal (NCLT) at Mumbai on Tuesday sanctioned Vedanta Ltd's demerger, approving the restructuring scheme under which the metal and mining conglomerate will split its businesses into separate sector focused entities.

The order was pronounced by a bench comprising Judicial Member Nilesh Sharma and Technical Member Charanjeet Singh. A detailed order is expected to be uploaded by tonight.

The tribunal approved Vedanta's scheme of arrangement filed under Sections 230 to 232 of the Companies Act. The scheme covers the demerger of four group companies, Vedanta Aluminium Metal, Talwandi Sabo Power, Malco Energy and Vedanta Iron and Steel, along with their respective shareholders and creditors.

It announced the restructuring plan in 2023 to split its Indian operations into five separately listed companies, namely Vedanta Aluminium, Vedanta Oil and Gas, Vedanta Power, Vedanta Iron and Steel, and a restructured Vedanta Ltd, which will continue to hold the zinc and silver businesses through Hindustan Zinc and act as an incubator for new technologies and ventures.

At the first motion stage, the tribunal, by an order dated November 21, 2024, examined the structure and rationale of the proposed scheme. It recorded that the boards of Vedanta Ltd and the resulting companies had approved the demerger between September 29 2023 and October 13, 2023.

The tribunal also noted that the listed entity had received observation letters from the National Stock Exchange on July 30, 2024 and the BSE on July 31, 2024, with both exchanges recording no adverse remarks on the proposed restructuring.

During the first motion hearing, an objection was raised by a party claiming creditor interest in one of Vedanta's power undertakings, which argued that the scheme could not proceed without impleading it as an applicant.

The tribunal rejected the objection, observing that at the first motion stage it was only required to issue procedural directions for convening meetings and that objections at such an initial stage were premature and not maintainable.

The tribunal thereafter directed the convening of meetings of shareholders and creditors of the demerged company and asked Vedanta to serve notices on regulatory authorities, including the Securities and Exchange Board of India, the Regional Director for the Western Region, the Registrar of Companies, the Income Tax Department and other sector specific regulators.

After the first motion was approved, an intervention application was filed by SEPCO against Talwandi Sabo Power Limited, a subsidiary of Vedanta, in connection with contractual disputes between the parties.

The tribunal later recorded that it had in a September order taken on record a settlement agreement dated September 11 2025 between SEPCO and Talwandi Sabo Power Limited and had permitted the proposed scheme to continue.

At the stage of final consideration, the Registrar of Companies and the Regional Director informed the tribunal that the replies and rejoinders filed by Vedanta had satisfactorily addressed their objections and that no objections survived.

The Ministry of Petroleum and Natural Gas had earlier raised concerns over the post demerger financial profile of the oil and gas business and sought disclosures relating to hydrocarbon assets and associated liabilities.

Vedanta maintained that it had complied with all regulatory requirements and informed the tribunal that the Securities and Exchange Board of India had cleared its revised demerger plan after earlier raising disclosure related issues.

Submissions on behalf of Vedanta were advanced by Senior Advocate Ravi Kadam. The Union of India and sectoral regulators were represented by Additional Solicitor General Brijender Chahar, along with counsel appearing for SEBI, the Ministry of Petroleum and Natural Gas and the Directorate General of Hydrocarbons.

After hearing all the parties, the tribunal reserved its orders on November 12 , which were pronounced today

Case Title: Vedanta Ltd.

Case Number: C.A.(CAA)/171(MB)2024