The National Company Law Tribunal (NCLT), Ahmedabad Bench, has sanctioned the Composite Scheme of Arrangement involving Adani Green Technology Ltd (AGETL), Adani Emerging Businesses Pvt Ltd (AEBPL), Adani Tradecom Ltd (ATL), and Adani New Industries Ltd (ANIL), with Adani Enterprises Ltd (AEL) as the Amalgamated Company. The scheme, effective upon the NCLT Order dated March 16, 2026, aims to consolidate AETGL and AEBPL into AEL, and ATL into ANIL, streamlining the green hydrogen ecosystem.
NCLT Sanctions Major Corporate Restructuring
In a significant corporate move announced on March 16, 2026, the Hon’ble National Company Law Tribunal (NCLT), Ahmedabad Bench, officially sanctioned the Composite Scheme of Arrangement. This Scheme involves the amalgamation of four entities into two core surviving entities, all under the umbrella of Adani Enterprises Limited (AEL), the designated Amalgamated Company.
Key Components of the Composite Scheme
The Scheme, which follows earlier directions from the Tribunal dated November 14, 2025, covers two distinct amalgamations:
- Amalgamation 1 (AGETL & AEBPL into AEL):
- Adani Green Technology Limited (AGETL) and Adani Emerging Businesses Private Limited (AEBPL) are to be amalgamated into Adani Enterprises Limited (AEL).
- Equity shares of AGTL held by ATL will stand cancelled and extinguished.
- For the amalgamation of AEBPL, AEL will issue 11 equity shares for every 553 equity shares held by AEBPL shareholders.
- Amalgamation 2 (ATL into ANIL):
- Adani Tradecom Limited (ATL) is to be amalgamated into Adani New Industries Limited (ANIL).
- ANIL will issue 1 equity share for every 10 equity shares held by ATL shareholders.
Rationale and Regulatory Compliance
The stated objective of this consolidation is to create the largest integrated platform for green hydrogen production, achieving cost optimization and reducing dependency on external factors across the entire supply chain. The scheme is expected to yield operational efficiencies, greater value for shareholders, and simplification of the corporate structure.
The Tribunal noted that the requisite statutory compliances were fulfilled, including feedback from the Regional Director, Registrar of Companies (RoC), Official Liquidator, and the Income Tax Department. The voting results confirmed the required three-fourths majority approval from the equity shareholders of the Amalgamated Company in meetings held on December 29, 2025.
The Appointed Date for the Scheme is stipulated to be the same as the Effective Date, as permitted under recent Ministry of Corporate Affairs clarifications.
Orders and Directions Post-Sanction
The Tribunal issued several directions contingent on the Scheme becoming effective:
- The Amalgamated Company (AEL) and the Transferee Company (ANIL) must ensure compliance with all applicable laws, including tax laws and statutory filings (e.g., filing the certified order with the RoC within 30 days via e-Form INC-28).
- The concerned entities must preserve all books of accounts, papers, and records as per Section 239 of the Companies Act, 2013.
- Legal fees for the authorities have been quantified, with the Regional Director’s fees of Rs. 1,00,000/- to be split between AEL and ANIL, and the Official Liquidator’s fees of Rs. 50,000/- similarly allocated.
- Upon the Scheme becoming effective, the dissolved entities—AGETL, AEBPL, and ATL—shall stand dissolved without the need for winding-up procedures, as per Section 232(3)(d).
The Tribunal held that the Scheme is fair, reasonable, and not contrary to public interest, upholding the commercial wisdom doctrine.
Source: BSE
