NCLT Ahmedabad Allows First Stage of Adani Harbour’s Merger into Adani Ports, Dispenses with Stakeholder Meetings
Pranav B Prem
The National Company Law Tribunal (NCLT), Ahmedabad Bench, has 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. The Tribunal dispensed with the requirement of convening meetings of shareholders and creditors after holding that the proposed scheme 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 order was passed on December 16, 2025, by a Bench comprising Judicial Member Chitra Hankare and Technical Member Dr. Velamur G. Venkata Chalapathy, while considering an application filed under Sections 230 to 232 of the Companies Act, 2013, seeking first-motion approval of the scheme of amalgamation. Under the proposed scheme, Adani Harbour Services Limited, the transferor company, is to be merged into Adani Ports and Special Economic Zone Limited, the transferee company, with July 1, 2025 as the appointed date.
Adani Harbour Services is a wholly owned subsidiary of Adani Ports, with the transferee company holding 100% of its equity share capital. The Tribunal noted that since the merger involves a wholly owned subsidiary, no shares will be issued pursuant to 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 would remain unaffected by the amalgamation.
The Tribunal took note of the background and business activities of both companies. Adani Harbour Services, incorporated in 2009, provides consultancy and operational support services for ports, including logistics, towage, berthing and de-berthing of vessels, and trans-shipment services across inland waterways, coastal waters, and sea ports. Adani Ports, incorporated in 1998, is India’s largest multi-port operator and also develops and operates a multi-product Special Economic Zone at Mundra, Gujarat. Its equity shares are listed on the BSE and NSE, and it has issued listed non-convertible debentures and unsecured notes in domestic and international markets.
Recording the rationale for the merger, the Tribunal observed that the amalgamation would lead to a reduction in the number of corporate entities requiring separate monitoring and compliances, thereby resulting in operational synergies, improved efficiency, and lower administrative overheads. It noted that the merger would also reduce legal, regulatory, and accounting compliances, making the overall operations of the group more cost-efficient and streamlined.
At the first-motion stage, the Tribunal examined the financial position of both companies and recorded that, as on March 31, 2025, Adani Harbour Services had an excess of assets over liabilities amounting to ₹14,339.75 crore, while Adani Ports had an excess of ₹30,436.59 crore on a standalone basis. The Tribunal further noted that there was no compromise or reduction of liabilities of any creditor under the scheme and that the interests of creditors would not be adversely affected.
In view of the consent affidavits placed on record and the absence of any prejudice to stakeholders, the Tribunal dispensed with the requirement of convening meetings of all classes of shareholders and creditors. 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, the Tribunal dispensed with meetings of equity shareholders, preference shareholders, secured creditors, unsecured creditors, and non-convertible debenture holders.
The Tribunal directed the companies to issue statutory notices under Section 230(5) of the Companies Act, 2013, along with copies of the scheme and explanatory statements, to the concerned authorities, including regulatory and governmental bodies. These authorities were granted 30 days to submit their representations, if any. The Tribunal clarified that upon completion of this process, the companies would be at liberty to move the Tribunal for final sanction of the scheme of amalgamation.
Appearance
For Applicant Companies: Adv Sandeep Singhvi
Cause Title: Adani Harbour Services Limited And Adani Ports And Special Economic Zone Limited
Case No: CA(CAA)/60(AHM)/2025
Coram: Judicial Member Chitra Hankare, Technical Member Dr. Velamur G. Venkata Chalapathy
