NCLT Mumbai Directs Meetings Of Shareholders, Unsecured Creditors In Siemens Gamesa Group Merger

On August 6, the National Company Law Tribunal at Mumbai directed the convening of meetings of the equity shareholders and unsecured creditors of Siemens Energy Industrial Turbomachinery India Pvt. Ltd.

The Tribunal passed te order in connection with a composite scheme of arrangement and amalgamation involving Siemens Gamesa Renewable Energy Projects Pvt Ltd, Siemens Energy Industrial Turbomachinery India Pvt Ltd and Siemens Gamesa Renewable Power Pvt Ltd.

A Bench of Judicial Member K.R. Saji Kumar and Technical Member Anil Raj Chellan directed that the meetings be convened within 60 days of uploading of the order for considering and if thought fit, approving the proposed scheme.

The applicant company informed the Tribunal that its Board had approved the scheme on May 22, 2026, with an appointed date of April 1, 2026.

The scheme provides for the merger of the two transferor companies into Siemens Gamesa Renewable Power Pvt. Ltd., along with a reduction of the transferee company's share capital to achieve operational synergies, streamlined management, enhanced financial strength and simplification of the group's corporate structure.

The Tribunal noted that the applicant company has three equity shareholders, no secured creditors, and 513 unsecured creditors with aggregate dues of about ₹306.04 crore.

It dispensed with the requirement of a secured creditors' meeting while directing meetings of the equity shareholders and unsecured creditors.

The Tribunal further directed that notices of the meetings be issued at least 30 days in advance to stakeholders and published in newspapers. It appointed Pranay Luniya, Practising Chartered Accountant as Chairman of the meetings and Nirmal Shah, Practising Chartered Accountant, as Scrutiniser.

The Chairman has been directed to report the outcome of the meetings to the Tribunal within 30 days of their conclusion.

For the Applicants : CA Harsh C. Ruparelia, PCA i/b A R C H & Associates