NCLT Reviews Adani Group’s Composite Scheme to Consolidate Green Hydrogen Ecosystem Under Single Entity
The Tribunal noted that the transferee company was structured to incubate and develop India’s largest integrated platform for green hydrogen production, with backward integration into solar and wind manufacturing.
The National Company Law Tribunal (NCLT), Ahmedabad Bench, has reviewed and sanctioned a composite scheme of arrangement involving five Adani Group entities, aimed at consolidating their green hydrogen and renewable energy businesses within Adani Enterprises Ltd. and Adani New Industries Ltd. under a unified corporate structure The joint petition was filed under Sections 230-232...
The National Company Law Tribunal (NCLT), Ahmedabad Bench, has reviewed and sanctioned a composite scheme of arrangement involving five Adani Group entities, aimed at consolidating their green hydrogen and renewable energy businesses within Adani Enterprises Ltd. and Adani New Industries Ltd. under a unified corporate structure
The joint petition was filed under Sections 230-232 of the Companies Act, 2013, by Adani Green Technology Ltd., Adani Emerging Businesses Pvt. Ltd., Adani Enterprises Ltd., Adani Tradecom Ltd., and Adani New Industries Ltd. The scheme envisaged the amalgamation of Adani Green Technology Ltd. and Adani Emerging Businesses Pvt. Ltd. into Adani Enterprises Ltd., and the merger of Adani Tradecom Ltd. into Adani New Industries Ltd.
The matter arose after the companies sought to consolidate their renewable energy and green hydrogen ecosystem, citing benefits such as economies of scale, reduced compliance burden, cost optimization, and enhanced access to funding.
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Counsel for the Regional Director raised objections regarding share capital reclassification, appointed date clarity, and compliance with SEBI circulars.
The companies assured compliance, citing the Ministry of Corporate Affairs’ 2019 circular permitting event-based appointed dates, and confirmed adherence to SEBI’s observation letters dated 02.05.2025.
After considering submissions, Shammi Khan (Judicial Member) and Justice Sanjeev Sharma (Technical Member) observed that the scheme was procedurally compliant and substantively justified. Also noted that the scheme was in line with the principles governing sanction of schemes of arrangement as laid down in Miheer H. Mafatlal v. Mafatlal Industries Ltd.
They also directed that the companies preserve records under Section 239, pay applicable stamp duty, file the certified copy of the order with the Registrar within 30 days, and comply with tax laws.
Accordingly, the Tribunal allowed the petition and sanctioned the scheme, enabling adjudication and implementation of the Adani Group’s green hydrogen consolidation plan.
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