In re Adani Green Technology Ltd. (NCLT Ahmedabad)
NCLT Ahmedabad held that composition scheme of arrangement aimed at consolidating Adani Group’s renewable energy and green hydrogen with Adani New Industries Ltd. and Adani Enterprises Ltd. is sanctioned.
Facts- This joint Company Petition has been filed by the petitioner companies under Sections 230 to 232 read with other applicable provisions of the Companies Act and the Companies (Compromise, Arrangement and Amalgamations) Rules, 2016, seeking approval of the proposed Scheme of Arrangement (Scheme).
Conclusion- After analysing the Scheme in detail, this Tribunal is of the considered view that the Scheme as contemplated between the Companies appears to be fair, reasonable and not contrary to public interest to the Companies and will not be in any way detrimental to the interest of the shareholders and the creditors of the Companies, upholding the commercial wisdom doctrine as in Miheer H. Mafatlal v. Mafatlal Industries Ltd. (1997) 1 SCC 579. Considering the record placed before this Tribunal and since all the requisite statutory compliances have been fulfilled by the Petitioner Companies, this Tribunal sanctions the proposed Scheme as well as the prayer made therein subject to the findings/directions given in this order. In short, the proposed Scheme provides for Amalgamation of Adani Green Technology Ltd. and Adani Emerging Businesses Pvt Ltd. (Amalgamating Companies) into Adani Enterprises Ltd. (Amalgamated Company) as well as Amalgamation of Adani Tradecom Ltd. (Transferor Company) into Adani New Industries Ltd. (Transferee Company). We have also carefully examined the representation/reports of the Regional Director, the ROC, the Official Liquidator and the Income Tax Department, on being notices served on them and the replies of the petitioner companies. We consider none of the responses object to the sanctioning of Scheme and any procedural/technical issue raised by the authorities about the Amalgamation of the Amalgamating Companies will be considered and responded by the Amalgamated Company as well as about the Amalgamation of the Transferor Company will be considered and responded by the Transferee Company.
