The Tribunal sanctioned the amalgamation of Pointleap Projects Private Limited and Superheights Infraspace Private Limited with Adani Electricity Mumbai Limited, transferring their assets, liabilities, rights and obligations to the power distribution company while ensuring continuity of service for employees.
The National Company Law Tribunal (NCLT), Ahmedabad Bench, has approved the amalgamation of Pointleap Projects Private Limited and Superheights Infraspace Private Limited, both wholly owned subsidiaries of Adani Electricity Mumbai Limited, into the power distribution company, with effect from April 1, 2025.
The Bench comprising Judicial Member Chitra Hankare and Technical Member Dr. Velamur G. Venkata Chalapathy sanctioned the scheme under Sections 230–232 of the Companies Act, 2013, holding that the statutory requirements had been fulfilled and the proposed amalgamation was bona fide and in the interests of the companies, their shareholders and creditors.
The case was decided in Pointleap Projects Private Limited and Another v. Adani Electricity Mumbai Limited, being C.P. (CAA) No. 23 (AHM) of 2026 in C.A. (CAA) No. 12 (AHM) of 2026.
Background of the Amalgamation Scheme
The boards of directors of the three companies approved the amalgamation scheme through resolutions passed on October 25, 2025. By an order dated May 8, 2026, the Tribunal dispensed with meetings of shareholders and creditors on the basis of consent affidavits. A subsequent order dated August 3, 2026, rectified an earlier omission concerning the dispensation of meetings of secured creditors.
Following the filing of the amalgamation petition, notices were issued to the Regional Director, Registrar of Companies, Income Tax Department and Official Liquidator. Their reports raised various issues relating to accounting treatment, authorised share capital, secured charges, creditor disclosures, stamp duty and tax liabilities.
Accounting Treatment and Regulatory Compliance
The Regional Director questioned the accounting treatment proposed for transferring the assets, liabilities and reserves of the transferor companies. The companies submitted that the treatment was consistent with Section 133 of the Companies Act, 2013, and the applicable accounting standards, as the transaction constituted a business combination under common control.
Adani Electricity Mumbai Limited also undertook to pay any differential fees arising in connection with its authorised share capital, in accordance with Section 232(3)(i) of the Companies Act, 2013.
The Registrar of Companies raised concerns regarding discrepancies between secured charge records available on the Ministry of Corporate Affairs portal and the disclosures made in the proceedings. The charges involved SBICAP Trustee Company Limited, Global Loan Agency Services Australia Nominees Pty Ltd and Catalyst Trusteeship Limited.
The transferee company explained that the relevant credit facilities involved different underlying arrangements, including facilities associated with a subsidiary. The Tribunal directed the companies to comply with applicable statutory filing requirements and address the clarifications relating to the charges.
Income Tax Department’s Objections and Outstanding Demand
The Income Tax Department did not object to the amalgamation, subject to specified conditions. It required Adani Electricity Mumbai Limited to assume responsibility for outstanding and future tax demands relating to the transferor companies, while preserving the Department’s authority to initiate proceedings in accordance with law.
The order recorded an outstanding tax demand of ₹40,33,150 against the transferee company. Penalty and appeal proceedings relating to Assessment Year 2024 were also pending.
The companies undertook to discharge existing and future tax liabilities in accordance with applicable law. The Tribunal clarified that sanction of the scheme would not prevent the Income Tax Department from examining any tax liability arising from the amalgamation or taking appropriate action under the law.
Official Liquidator’s Report and Corporate Compliance
The Official Liquidator reported that the transferor companies had filed their balance sheets up to March 31, 2025, had not accepted deposits under Section 73 of the Companies Act, 2013, and had complied with applicable accounting standards.
The companies further submitted that no insolvency resolution proceedings or winding-up petitions were pending against them. They also clarified that the scheme did not involve capital reduction or corporate debt restructuring.
After considering the submissions and reports of the statutory authorities, the Tribunal found no objection sufficient to justify refusing approval of the scheme.
Employees to Continue Without Break in Service
An important aspect of the order concerns the protection of employees of the transferor companies. The Tribunal directed that employees in India would become employees of Adani Electricity Mumbai Limited following the amalgamation, with continuity of service and without any break or interruption.
Their employment terms would be no less favourable than those applicable under the sanctioned scheme. This ensures that the corporate restructuring will not, by itself, interrupt their service continuity.
Stamp Duty, Taxes and Other Statutory Obligations
The Tribunal clarified that approval of the amalgamation would not exempt the companies from payment of applicable stamp duty, taxes or other statutory charges. The companies must also obtain any regulatory approvals required under the applicable laws.
They were directed to file a certified copy of the order with the Registrar of Companies within the prescribed period and submit the order and scheme to the concerned stamp authorities for adjudication of stamp duty, if applicable.
NCLT’s Final Decision
After examining the scheme and the reports submitted by the concerned authorities, the NCLT Ahmedabad Bench concluded that the requirements of Sections 230 and 232 of the Companies Act, 2013, had been satisfied.
Accordingly, the Tribunal sanctioned the amalgamation scheme with effect from April 1, 2025. Upon compliance with the order, Pointleap Projects Private Limited and Superheights Infraspace Private Limited will stand dissolved without undergoing the process of winding up. Their properties, rights, liabilities and duties will vest in Adani Electricity Mumbai Limited in accordance with the scheme.
The Tribunal also preserved the authority of the relevant statutory bodies to enforce applicable tax, stamp duty and regulatory requirements. With these directions, the petition was disposed of.
Case Details
Case Title: Pointleap Projects Private Limited and Another v. Adani Electricity Mumbai Limited
Case Number: C.P. (CAA) No. 23 (AHM) of 2026 in C.A. (CAA) No. 12 (AHM) of 2026
Court: National Company Law Tribunal, Ahmedabad Bench
Coram: Judicial Member Chitra Hankare and Technical Member Dr. Velamur G. Venkata Chalapathy
