NCLT Mumbai Allows First Motion For Merger Of Emerson Process Management India With Emerson Electric India
The NCLT Mumbai has approved the first motion in the scheme of amalgamation whereby Emerson Process Management Power and Water Solutions India Pvt Ltd. (transferor company) will merge into Emerson Electric Company (India) Pvt Ltd. (transferee company), both engaged in industrial automation, process management, network power, and climate technology solutions.
A bench of Judicial Member K.R. Saji Kumar and Technical Member Anil Raj Chellan passed the order on April 20, allowing the application filed under Sections 230-232 of the Companies Act, 2013 seeking directions for the merger.
The tribunal noted that the transferor company is a wholly owned subsidiary of the transferee company, and therefore no shares would be issued as consideration under the scheme. The board of the transferee company had approved the scheme on February 9, 2026, with April 1, 2026 fixed as the appointed date.
Considering that 100% of the equity shareholders had given consent affidavits, the tribunal dispensed with the requirement of convening shareholder meetings. It also recorded that there are no secured creditors and accordingly dispensed with their meetings.
With respect to unsecured creditors, the tribunal noted that there are 258 creditors with claims exceeding Rs. 70 crore, but accepted the company's submission that the scheme does not adversely affect their interests. Their meeting was dispensed with, subject to issuance of notices and an opportunity to file objections within 30 days.
The tribunal directed the company to serve notices to regulatory authorities including the Regional Director, Registrar of Companies, Income Tax authorities, and GST authorities.
With these directions, the first motion application was allowed.
For Applicants: PCA Harsh C. Ruparelia i/b ARCH & Associates, PCA