APSEZ Receives NCLT Approval for Sarguja Rail Corridor Merger
New Delhi: Adani Ports and Special Economic Zone Ltd (APSEZ) Composite Scheme of Arrangement to acquire Sarguja Rail Corridor Pvt Ltd (SRCPL) has been approved by the Ahmedabad Bench of the National Company Law Tribunal (NCLT) and will become effective on the appointment date of April 1, 2021.
APSEZ will now consolidate all rail assets under one business entity – Adani Tracks Management Services Pvt Ltd – creating value for all stakeholders from day one as it aligns with APSEZ’s vision to be a leader in the field of public transport services, according to a press release from the company.
This consolidation will allow APSEZ, which is aiming for 2,000 km of track length by 2025, to participate in Indian Railways’ PPP projects without having to compete with similar companies in Adani’s portfolio, a position which is in full alignment with minority shareholder interests. .
Karan Adani, CEO and Full Time Director of APSEZ said, “In line with the National Railway Plan 2020, Indian Railways will invest more than ₹3 Lakh Crore over the next 10 years to build new railway lines. In addition, the government’s shift from road to rail as the preferred mode of transport, an obvious choice both economically and environmentally, will require significant private sector involvement. Therefore, this acquisition creates significant business value for APSEZ as a transportation company.”
“The process adopted by APSEZ to acquire SRCPL from another Adani Group entity,” added Karan Adani, “reflects our continued commitment to improving our corporate governance practices. The strongest endorsement of the process lies in the overwhelming support he has received from our minority shareholders, reaffirming their confidence in the management of APSEZ.”
As the acquisition is a related party transaction, APSEZ took a transparent approach with minority shareholders and creditors for approval. Some of the key steps in the approval process included: evaluation of the proposal by an Executive Committee (EC) composed of three independent directors; Independent asset valuation (by Deutsche Bank and BDO Valuers) and fairness opinion of JP Morgan and JM Financial on valuation; Post NOC of the stock exchanges, a request was filed for an NCLT-convened meeting of APSEZ shareholders and secured and unsecured creditors to vote on the proposal; More than 92% of minority shareholders and nearly 100% of debtors voted in favor of the proposal; NCLT, after reviewing the result, approved the composite diet.
The acquisition of Surguja Rail will create value for all stakeholders from day one as it is accretive to EPS.
The company said significant growth opportunities are available as the business is not yet mature, including in mining areas other than Adani with an annual potential of up to 40 MMTPA. He added that essential and environmentally friendly transport infrastructure will help decarbonize the mineral transport sector. In addition, a secured long-term contract with an equivalent sovereign counterparty will provide annuity-like returns.
Never miss a story! Stay connected and informed with Mint. Download our app now!!