NCLT Defers Final Hearing on Vedanta Demerger to Oct 8

The National Company Law Tribunal (NCLT) on Wednesday deferred the hearing on Vedanta's ambitious demerger proposal to October 8, as the Ministry of Petroleum and Natural Gas objected to the scheme, citing a lack of necessary disclosures.

The Mumbai bench of NCLT also directed Vedanta and the ministry to file written submissions in five days.

The counsel representing the Ministry of Petroleum and Natural Gas told the tribunal that they are asking about the details of the RJ block, and sought clarifications on disclosures.

The counsel further said the ministry also wants disclosures on the concealment of facts, which includes showing the exploration blocks as Vedanta's assets and details of the loan taken on the basis of those assets.

"As a regulator and a creditor, it is my duty to bring all these facts before the tribunal to show that whether the scheme is clear or it is opaque. We are asking for disclosures on the RJ-ON-90/1 Oil and Gas Block, an operating oil and gas block in Rajasthan. We are asking for clear disclosures," the counsel stated.

Responding to the ministry's assertions, Vedanta's counsel said the National Company Law Appellate Tribunal (NCLAT) has cleared Vedanta's plan to restructure its power and metal businesses on Tuesday, which includes Talwandi Sabo Power, after a settlement with EPC contractor Sepco cleared key procedural hurdles.

TSPL, part of Vedanta, had filed a scheme of arrangement before NCLT as part of a wider demerger.

Further, Vedanta's counsel stated that the company has already complied with all the compliances required.

Meanwhile, Sepco Electric Power Construction Corporation withdrew its intervention application after it reached a settlement on September 11.

In its intervention application, Sepco had alleged that TSPL and Vedanta failed to disclose a debt of about Rs 1,251 crore arising from EPC disputes, which, it claimed, would have affected the company's valuation.

After hearing both the counsels, the Mumbai bench, headed by Justice Mohan Prasad Tiwari and Charanjeet Singh Gulati, directed Vedanta and the ministry to file written submissions in five days and deferred the final hearing on the scheme to October 8, 2025.

Earlier on August 20, the tribunal had deferred the hearing on the Vedanta demerger to September 17 as market regulator Sebi was yet to complete the scrutiny of the proposal, while the Petroleum and Natural Gas Ministry had raised certain objections and sought time to present its observations on the scheme.

Vedanta had filed a scheme of arrangement before NCLT Mumbai bench covering four group companies - Vedanta Aluminium Metal, Talwandi Sabo Power, Malco Energy, and Vedanta Iron and Steel - along with their shareholders and creditors.

The Ministry of Petroleum and Natural Gas had objected to Vedanta's proposed demerger.

The Securities and Exchange Board of India (SEBI) has raised no objections to the scheme, though it sought further details on the proposed base metals carve-out. That particular carve-out is no longer part of the current plan, after Vedanta revised its original blueprint.

Initially, the company had outlined a plan to split into six independent entities: Vedanta Aluminium, Vedanta Oil & Gas, Vedanta Power, Vedanta Steel and Ferrous Materials, Vedanta Base Metals, and Vedanta Ltd. The revised scheme, however, retains the base metals business within the parent company.

The demerger was proposed to streamline operations, improve management focus, and unlock shareholder value.

In March 2025, the deadline for completing the demerger was extended to September 30, 2025, due to pending approvals from the NCLT and other government bodies.