NCLT Mumbai Clears First Motion In GE Power India–JSW Energy Durgapur Demerger Scheme

The Mumbai Bench of the National Company Law Tribunal (NCLT) on 2 June cleared the first motion application in the proposed demerger of the Durgapur manufacturing business of GE Power India Limited into JSW Energy Limited.

A Bench comprising Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar directed the convening of meetings of shareholders and unsecured creditors of both companies to consider the scheme under Sections 230 to 232 of the Companies Act, 2013.

The Tribunal dispensed with the meeting of secured creditors of JSW Energy after noting that creditors holding 95% in value had already consented to the scheme. GE Power India informed the Tribunal that it has no secured creditors.

Under the scheme, GE Power India will transfer its Durgapur facility business—engaged in the manufacture and supply of power boiler components, pressure vessels, piping, and coal mills for thermal power plants—to JSW Energy as a going concern. The companies fixed the appointed date for the transfer as 1 July 2025.

The companies stated that the demerger will enable GE Power India to focus on its strategic growth areas and services business, while allowing JSW Energy to expand into boiler pressure-part manufacturing, achieve vertical integration, and realise operational synergies across its thermal power portfolio.

As consideration, JSW Energy will issue 10 equity shares for every 139 equity shares held in GE Power India. The share entitlement ratio rests on valuation reports and fairness opinions obtained by the companies.

The Tribunal directed the convening of meetings of equity shareholders and unsecured creditors of both companies through video conferencing and issued consequential directions on notices, voting, and scrutiny of the scheme.

The Bench also directed issuance of notices to the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department, GST authorities, BSE and NSE, seeking their comments on the proposed demerger scheme.

Accordingly, the NCLT cleared the first motion application.