NCLT Chandigarh Clears First Motion For Panasonic Life Solutions To Demerge Its White Goods Business

The National Company Law Tribunal (NCLT) at Chandigarh has allowed the first-motion application seeking directions to convene meetings in connection with a composite scheme of demerger proposed by Panasonic Life Solutions India Pvt Ltd and Panasonic India Pvt Ltd.

The scheme provides for the demerger of the white goods business of Panasonic Life Solutions India and its vesting in Panasonic India Pvt Ltd.

The order was passed by a coram comprising Judicial Member Khetrabasi Biswal and Technical Member Shishir Agarwal on an application filed under Sections 230 to 232 and Section 66 of the Companies Act, 2013.

“The First Motion Company Application bearing CA(CAA)/1/Chd/Hry/2026 stands allowed and disposed of, by giving liberty to the Applicant Company to file Second Motion Petition,” the tribunal said.

The Boards of Directors of both companies approved the scheme at their meetings held on December 19, 2025.

Panasonic Life Solutions India, incorporated on April 2, 1981, is engaged in the manufacture, trading and marketing of electrical switches and accessories, wires, luminaires, fans, solar panels, consumer electronic goods, automotive products and welding equipment.

Panasonic India Pvt Ltd was incorporated on December 16, 2025. It is a wholly owned subsidiary of Panasonic Life Solutions India and is engaged in the white goods business.

Under the scheme, the white goods undertaking will be demerged from Panasonic Life Solutions India and vested in Panasonic India Pvt Ltd. The appointed date for the demerger is April 1, 2026.

Under the share entitlement, equity shareholders of the demerged company will receive equity shares in the resulting company in a 1:1 ratio, in accordance with the scheme. Preference shareholders will receive redeemable preference shares as provided under the scheme.

The tribunal noted that the scheme does not adversely affect the interests of shareholders, creditors or employees and is not in the nature of a compromise or arrangement with creditors.

It directed that meetings of the equity shareholders, preference shareholders and unsecured creditors of Panasonic Life Solutions India be convened. The requirement of holding meetings of secured creditors of Panasonic Life Solutions India does not arise, as there are none.

The tribunal dispensed with the requirement of convening meetings of equity shareholders, secured creditors and unsecured creditors of Panasonic India Pvt Ltd, noting that consent affidavits of all its equity shareholders had been filed and that it has no creditors.

Former NCLT Judicial Member Harnam Singh Thakur was appointed as Chairperson to conduct the meetings of shareholders and creditors and to submit a report to the tribunal.

The tribunal also directed the Income Tax Department to examine the post-merger reorganization of share entitlement and place its observations, if any, at the stage of the second-motion proceedings.