Case Details

Case Name: In the Matter of Scheme of Amalgamation: Emerson Process Management Power and Water Solutions India Private Limited and Emerson Electric Company (India) Private Limited

Court/Authority: National Company Law Tribunal, Principal Bench, New Delhi

Case Number: Company Application No. (CAA) – 10 (PB)/2026

Order Reserved: 14.05.2026

Order Pronounced: 21.05.2026

Judges: Justice Anupinder Singh Grewal (President), Shri Ravindra Chaturvedi (Member Technical)

Period of Operation: Appointed Date of Scheme is 01.04.2026

Parties Involved

Applicant/Transferor Company: Emerson Process Management Power and Water Solutions India Private Limited (CIN: U40109DL1997FTC085582)

Non-Applicant/Transferee Company: Emerson Electric Company (India) Private Limited (CIN: U29190MH1995PTC087858)

Legal Representatives: Mr. Rajeev Kumar, Advocate along with Ms. Anukansha Singh, Advocate for Applicant

Issues / Allegations / Violations

This is a first motion application filed under Sections 230 and 232 of the Companies Act, 2013 seeking approval for Scheme of Amalgamation. The application sought:

  • Dispensation of meetings of Equity Shareholders of Transferor Company
  • Dispensation of meetings of Secured Creditors (nil secured creditors)
  • Dispensation of meetings of Unsecured Creditors of Transferor Company
  • Directions for sending notices to regulatory authorities under Section 230(5)

Findings & Observations

The Tribunal made the following observations:

  • Transferor Company was incorporated on 05.03.1997 as 'Westinghouse Electric Private Limited', name changed on 06.12.2004
  • Transferor Company is a wholly owned subsidiary of Transferee Company
  • Authorized Share Capital of Transferor Company: Rs. 2,00,00,000 divided into 20,00,000 Equity Shares of Rs. 10 each
  • Paid-up Share Capital of Transferor Company: Rs. 1,12,59,800 divided into 11,25,980 Equity Shares
  • Authorized Share Capital of Transferee Company: Rs. 7,50,00,000 divided into 75,00,000 Equity Shares of Rs. 10 each
  • Paid-up Share Capital of Transferee Company: Rs. 5,90,59,750 divided into 59,05,975 Equity Shares
  • Both companies have positive net worth
  • No new shares will be issued as it's amalgamation of wholly owned subsidiary with holding company

Financial Position (as on 31.12.2025):

Transferor Company Net Worth: Rs. 128.917 Crore

  • Total Assets: Rs. 166.289 Crore
  • Total Liabilities: Rs. 36.942 Crore
  • Non-Current Assets: Rs. 52.125 Crore
  • Current Assets: Rs. 114.164 Crore

Transferee Company Net Worth: Rs. 1,398.16 Crore (Post-Scheme)

  • Total Assets: Rs. 1,984.63 Crore (Post-Scheme)
  • Total Liabilities: Rs. 611.39 Crore (Post-Scheme)
  • Non-Current Assets: Rs. 1,069.28 Crore (Post-Scheme)
  • Current Assets: Rs. 915.35 Crore (Post-Scheme)

Penalties / Settlements / Directions

The Tribunal issued the following directions:

1. Dispensed with requirement of convening meeting of Equity Shareholders (consent affidavits from 100% shareholders obtained)

2. Dispensed with requirement of convening meeting of Secured Creditors (nil secured creditors)

3. Dispensed with requirement of convening meeting of Unsecured Creditors

4. Directed Applicant Company to send notices to all 52 Unsecured Creditors by Mail/Courier/Registered Post/Hand Delivery/Speed Post/email

5. Directed service of notice in Form CAA-3 to following authorities:

  • Central Government through Regional Director (Northern Region)
  • Registrar of Companies, NCT of Delhi & Haryana
  • Official Liquidator, High Court of Delhi
  • Jurisdictional Income Tax Department, New Delhi & Chief Commissioner of Income Tax, New Delhi
  • Other sectoral regulator(s) if applicable

Corrective Actions & Future Obligations

  • Unsecured creditors may submit representations within 30 days from date of receipt of notice
  • Copies of representations must be served upon Applicant Company
  • Failure to submit representations will be presumed as no objection to the Scheme
  • Accounting treatment proposed in draft scheme is in compliance with Accounting Standards under section 133 of Companies Act, 2013

Final Ruling & Enforcement

  • The Tribunal approved the first motion application
  • Observations are only for first motion stage and not expression on merits at second motion stage
  • Applicant Companies entitled to move appropriate application after completion of notice exercise
  • Court Officer/Registry directed to send copy of order to Applicant Companies
  • Company Application stands disposed of

The Scheme is considered fair, reasonable and not detrimental to public interest, with no adverse effect on rights of members, creditors and other stakeholders.