NCLT approves revised demerger scheme of Vedanta

The Mumbai bench of the National Company Law Tribunal on Tuesday approved the proposed scheme of demerger of Vedanta Ltd under Sections 230–232 of the Companies Act.

The order was pronounced today by a specially constituted division bench of judicial member Nilesh Sharma and technical member Charanjeet Singh Gulati.

"Sanction to company scheme granted," the division bench pronounced today.

The bench also dismissed applications opposing the scheme.

Vedanta’s plea sought regulatory clearance for its proposed restructuring plan.

The Ministry of Petroleum and Natural Gas (MoPNG) opposed the application, alleging misrepresentation of hydrocarbon assets and inadequate disclosure of liabilities and financial risks post-demerger.

The petition was reserved for orders on November 12.

During the hearing, the Ministry contended that Vedanta had concealed material facts, including the classification of exploration blocks as its assets, and details of loans raised against those assets.

In response, Vedanta maintained that the company had complied with all disclosure and compliance norms.

It added that the Securities and Exchange Board of India (SEBI) had already cleared the revised scheme after earlier concerns over transparency.

Vedanta’s scheme of arrangement, filed before the NCLT Mumbai Bench, covers four group entities - Vedanta Aluminium Metal, Talwandi Sabo Power, Malco Energy and Vedanta Iron and Steel, along with their shareholders and creditors.

The earlier plan to include a separate base metals carve-out was dropped after SEBI sought further clarification. The base metals business will now remain with the parent company.

Initially, Vedanta had proposed splitting into six standalone entities, but revised its blueprint to streamline operations, enhance management focus and unlock shareholder value.

The company’s deadline for completing the demerger was extended in March 2025 to September 30, 2025, owing to pending regulatory approvals.