In re Siemens Gamesa Renewable Energy Projects Private Limited (NCLT Mumbai)
NCLT Mumbai allowed CA(CAA)/108/2026, a joint application under Sections 230 to 232 read with Sections 66 and 52 of the Companies Act, 2013, concerning a Composite Scheme of Arrangement and Amalgamation involving Siemens Gamesa Renewable Energy Projects Private Limited, Siemens Energy Industrial Turbomachinery India Private Limited and Siemens Gamesa Renewable Power Private Limited. The Applicant Company’s Board approved the Scheme on 22.05.2026, with an Appointed Date of 01.04.2026.
The Scheme proposes amalgamation of the Transferor Companies with the Transferee Company and reduction of the Transferee Company’s share capital. The stated rationale includes rationalisation of capital structure, streamlined management, operational efficiency, enhanced financial strength, optimal resource utilisation, simplification of the group structure and unified business platforms.
The Applicant Company has 3 equity shareholders, no secured creditors, and 513 unsecured creditors with aggregate dues of Rs.3,06,04,53,197 as on 30.04.2026. The Tribunal directed meetings of the equity shareholders and unsecured creditors to be convened within 60 days of uploading the order. Notices, Scheme documents and material-fact statements must be sent at least 30 clear days before the meetings, with publication in Business Standard and Navshakti.
The Tribunal appointed Mr. Pranay Luniya, failing whom Mr. Akshay Luniya, as Chairman and directed notices to specified regulatory authorities, including the Regional Director, Registrar of Companies, Income Tax authorities, Official Liquidator and GST authorities. The Applicant Company must file an Affidavit of Service and Compliance Report within 10 working days after serving the notices.
