The National Company Law Tribunal (NCLT), Ahmedabad Bench, has approved the first motion of the proposed amalgamation between Adani Harbour Services Limited and its holding company, Adani Ports and Special Economic Zone Limited, paving the way for the merger to move to the next stage.
In an order dated December 16, 2025, a Bench comprising Judicial Member Chitra Hankare and Technical Member Dr. Velamur G. Venkata Chalapathy dispensed with the requirement of convening meetings of shareholders and creditors of both companies. The Tribunal held that the proposed scheme does not prejudice the interests of any class of stakeholders and is beneficial to the companies, their shareholders, creditors, employees, and the public at large.
The order was passed 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 scheme, Adani Harbour Services Limited, the transferor company, will merge into Adani Ports and Special Economic Zone Limited, the transferee company, with July 1, 2025 fixed as the appointed date.
Adani Harbour Services is a wholly owned subsidiary of Adani Ports, with the transferee company holding 100 percent 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 the shareholders of the transferee company will remain unchanged.
The Tribunal also took note of the nature of business carried out by both entities. 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 seaports. 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 in 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 amalgamation, the Tribunal observed that the merger would reduce the number of corporate entities within the group, leading to better operational synergies, improved efficiency, and lower administrative overheads. It further noted that the consolidation would streamline legal, regulatory, and accounting compliances, making group operations more cost-effective.
At the first-motion stage, the Tribunal examined the financial position of both companies. As on March 31, 2025, Adani Harbour Services reported 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 also recorded that the scheme does not involve any compromise or reduction of liabilities and that the interests of creditors would not be adversely affected.
Considering the consent affidavits on record and the absence of any apparent prejudice to stakeholders, the Tribunal waived meetings of equity shareholders and unsecured creditors of Adani Harbour Services, noting that it has no secured or preference shareholders. For Adani Ports, meetings of equity shareholders, preference shareholders, secured creditors, unsecured creditors, and non-convertible debenture holders were also dispensed with.
The Tribunal directed the companies to issue statutory notices under Section 230(5) of the Companies Act, along with copies of the scheme and explanatory statements, to the concerned regulatory and governmental authorities. These authorities have been given 30 days to submit their representations, if any. The Tribunal clarified that after completing this process, the companies would be free to approach it for final sanction of the scheme of amalgamation.
The applicant companies were represented by Advocate Sandeep Singhvi. The matter was registered as CA(CAA)/60(AHM)/2025.
