NCLT Mumbai Allows First Motion For Merger Of Siemens Rail Automation With Siemens Limited

The National Company Law Tribunal (NCLT) at Mumbai on 7 September allowed the first motion application seeking directions for the proposed merger of Siemens Rail Automation Private Limited with Siemens Limited under Sections 230 to 232 of the Companies Act, 2013.

A Bench comprising Judicial Member K.R. Saji Kumar and Technical Member Anil Raj Chellan allowed the application and directed the companies to issue statutory notices to the concerned regulatory authorities and stakeholders.

The Scheme proposes the merger of Siemens Rail Automation, a wholly owned subsidiary of Siemens Limited, with its holding company. The Boards of both companies approved the Scheme at meetings held on 26 May 2026, with 1 April 2026 as the appointed date.

The merger seeks to streamline the corporate structure, consolidate assets and liabilities, reduce duplicate administrative and regulatory compliances, and improve operational efficiency.

The Tribunal noted that Siemens Rail Automation has 70 unsecured creditors with outstanding dues of about Rs. 43.97 crore. The company obtained consents from creditors representing 91.33% in value of the outstanding amount.

It therefore dispensed with the meeting of the transferor company's unsecured creditors, while directing the companies to issue notices to creditors who had not consented to the Scheme.

Since Siemens Rail Automation is a wholly owned subsidiary of Siemens Limited and the Scheme does not involve any issue of shares as consideration, the Bench also dispensed with meetings of Siemens Limited's shareholders and unsecured creditors, subject to issuance of notices inviting representations.

Accordingly, the NCLT allowed the first motion application and directed service of the Scheme to the Regional Director, Registrar of Companies, Income Tax Department, Goods and Services Tax authorities, Securities and Exchange Board of India, stock exchanges and other relevant regulatory authorities.

For the Applicants: Sr. Adv. Gaurav Joshi a/w Adv. Haabil Vahanvaty, Adv. Mehul Shah, Adv. Peshwan Jehangir, Adv. Rushabh Gala, Adv. Rukhsheen Sanjana and Adv Aditi Rathi i/b Khaitan & Co.