NCLT Mumbai Dispenses Stakeholder Meetings for Siemens Rail Automation Amalgamation

In re Siemens Rail Automation Private Limited (NCLT Mumbai)

Summary: The National Company Law Tribunal, Mumbai, Court-IV considered an application under Sections 230 to 232 of the Companies Act, 2013 for directions concerning the Scheme of Amalgamation of Siemens Rail Automation Private Limited, the First Applicant/Transferor Company, with Siemens Limited, the Second Applicant/Transferee Company, and their respective shareholders. The First Applicant is a wholly owned subsidiary of the Second Applicant. The registered offices of both Applicant Companies are in Maharashtra, bringing the application within the Tribunal’s jurisdiction. The Boards of both companies approved the Scheme on 26.05.2026 and the Appointed Date was fixed as 01.04.2026, or such other date as may be approved by the Board of the Parties.

The Tribunal recorded that the Scheme was intended to streamline the group corporate structure, consolidate assets, liabilities and business, reduce multiplicity of legal and regulatory compliances, pool resources, reduce administrative responsibilities and duplicate expenses, improve capital and management efficiency, and provide more effective cash management and growth opportunities. As the Transferor Company is wholly owned by the Transferee Company, no shares were to be issued as consideration.

The First Applicant’s equity shares were unlisted, while the Second Applicant’s equity shares were listed on NSE and BSE; the Applicants submitted that, in view of Regulation 37(6) of the SEBI LODR and the applicable SEBI Master Circular, prior approval from SEBI and the Stock Exchanges was not required for the proposed wholly owned subsidiary-to-holding-company merger, although the Scheme and Board resolutions were filed with the Stock Exchanges for disclosure. The Tribunal dispensed with the meeting of the First Applicant’s two equity shareholders because all shareholders had consented by affidavits.