NCLT approves merger of nine Adani Power subsidiaries
The National Company Law Tribunal (NCLT), Ahmedabad Bench, has approved the Scheme of Amalgamation of nine wholly-owned subsidiaries with Adani Power Limited, the country’s largest private power producer. The order was pronounced on August 4, 2026, and uploaded on the NCLT website on August 5, 2026.
The scheme covers the merger of Adani Power Dahej Limited, Kutchh Power Generation Limited, Resurgent Fuel Management Limited, Mahan Fuel Management Limited, Orissa Thermal Energy Limited, Korba Power Limited, Anuppur Thermal Energy (MP) Private Limited, Mirzapur Thermal Energy (UP) Private Limited and Emberiza Infra Park Limited into Adani Power.
The appointed date for the amalgamation is April 1, 2025. The scheme will take effect after completion of the conditions specified in the tribunal’s order.
Tenth merger pending
The proposed amalgamation of Vidarbha Industries Power Limited (VIPL), the tenth wholly-owned subsidiary included in Adani Power’s restructuring plan, has not yet received approval and remains pending before the NCLT Mumbai Bench.
According to the company, VIPL filed its second motion petition on May 20, 2026, and the matter was reserved for orders on July 29, 2026.
Regulatory review
Before approving the scheme, the tribunal considered reports submitted by the Regional Director (North-Western Region), the Registrar of Companies (RoC), the Income Tax Department and the Official Liquidator.
The Income Tax Department objected to the proposed treatment of carry-forward losses relating to Resurgent Fuel Management Limited, stating that the transferor company had reported a loss of Rs. 83.03 lakh. The department argued that the amalgamation could result in revenue loss. During the proceedings, the petitioners clarified that the reported figure was Rs. 83.03 lakh and not crore.
The tribunal ruled that the Income Tax Department would remain free to examine any tax liability arising from the scheme and that its powers under the Income Tax Act would remain unaffected.
Separately, the Securities and Exchange Board of India (SEBI) informed the tribunal that a no-objection certificate under Regulation 37(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations was not required, as the scheme involved only the merger of wholly-owned subsidiaries with their holding company.
Directions
The NCLT directed Adani Power to comply with all statutory filing requirements identified by the Regional Director and the RoC. It also instructed the company to complete the assessment and payment of dues relating to the transferor companies for the period before the scheme within one year.
The tribunal further directed that no charge created before the sanction of the scheme should remain outstanding without corresponding liabilities and that the company must comply with any directions relating to pending investigations before or after the sanction of the scheme. It also ordered payment of Rs. 20,000 as fees to the Official Liquidator.
Upon compliance with the order, the nine transferor companies will stand dissolved without winding up, with all their properties, rights, powers, liabilities and duties vesting in Adani Power Limited.
