GE Power India532309Scheme of arrangement
NCLT sanctions Scheme of Arrangement; certified copy of the order received
NCLT Mumbai Bench sanctions the Scheme of Arrangement of GE Power India with JSW Energy.
By ScoutQuest · · 3 min read
- Share Entitlement Ratio
- 10 JSW Energy shares of INR 10 each for every 139 GE Power shares
- NCLT Order Date
- 01 October 2026
- Certified Copy Received On
- 13 October 2026
What has happened
The National Company Law Tribunal, Mumbai Bench-I, has sanctioned the Scheme of Arrangement between GE Power India Limited (Demerged Company) and JSW Energy Limited (Resulting Company) and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013. The order was pronounced on 01.10.2026. The company has received the certified copy of the order on 13 October 2026 and intimated the exchanges on 14 October 2026. The Effective Date and the Record Date will be intimated in due course.
What the scheme provides
- The Demerged Undertaking of GE Power India is demerged, transferred and vested in JSW Energy.
- The Demerged Business means the business of manufacture and supply of power boilers components, pressure vessels, piping, and coal mills for thermal power plant undertaken at the Durgapur Facility.
- The Appointed Date for the transfer and vesting is 01.07.2025.
- The boards of both companies approved the scheme by resolutions dated 18.09.2025.
What an eligible shareholder receives
- 10 fully paid-up equity shares of INR 10 each of JSW Energy will be issued and allotted for every 139 fully paid-up equity shares of INR 10 each held in GE Power India (Share Entitlement Ratio).
- The ratio is subject to adjustment for any restructuring of share capital of either company by way of share split, consolidation, bonus issue, buyback, capital reduction, preferential issue or issue of shares on conversion of loans, debentures or preference shares, except shares issued on account of employee stock options during the pendency of the scheme.
- The ratio was supported by a Joint Share Entitlement Ratio Report dated 18.09.2025 from RBSA Valuation Advisors LLP and GT Valuation Advisors Private Limited, and a fairness opinion.
How shareholders and creditors voted
- GE Power India equity shareholders: 391 shareholders holding 4,80,58,269 equity shares, approximately 99.99% of the total valid votes cast, approved the scheme.
- GE Power India unsecured creditors: 85 out of 86 creditors, representing 99.9359% of the total valid votes in terms of value of debt, approved. Meetings of preference shareholders and secured creditors were not required and were dispensed with.
- JSW Energy equity shareholders: 1,025 shareholders holding 1,65,22,84,784 equity shares, 99.9999% of the valid votes cast, approved.
- JSW Energy unsecured creditors: 47 creditors with outstanding debt of Rs. 1,938,13,05,516, representing 100% of the valid votes in terms of value of debt, approved.
- The meetings were held on 20.07.2026 through video conferencing/other audio-visual means, and the chairperson reported that the scheme was approved by the requisite majority.
Why the companies propose this
- For GE Power India: to focus on strategic growth areas and its services growth strategy, to enhance the retained business by streamlining operations and cutting costs, to facilitate smoother transfer of the demerged business in terms of obtaining local approvals, and to aid unlocking and creation of value of the demerged business for shareholders.
- For JSW Energy: to enter the boiler pressure parts manufacturing business, to acquire ready-to-use assets for operational efficiencies, to achieve vertical integration with a dedicated manufacturing facility and reduce dependence on third-party suppliers, to create operational synergies and economies of scale, and to increase production capacity to support future thermal projects.
Process and observations
- The Regional Director, Western Region-I, Ministry of Corporate Affairs, shared a report dated 02.09.2026 with certain observations; the companies have undertaken to comply with the applicable accounting standards and the provisions of the Companies Act, 2013 and General Circular No. 09/2019 dated 21.08.2019 in relation to the scheme.
- Deloitte Haskins & Sells and Deloitte Haskins & Sells LLP, statutory auditors of the two companies, certified that the accounting treatment specified in the scheme is in conformity with the applicable accounting standards.
Points to note
- The issue and allotment of the new shares of the resulting company to eligible shareholders follows the scheme coming into effect; the company will intimate the Effective Date and the Record Date in due course.
- The Share Entitlement Ratio determines how many shares of JSW Energy an eligible shareholder receives for the shares held in GE Power India.
More numbers
- JSW Energy shares per 139 GE Power shares10 (Ten) fully paid up equity shares
- GE Power shares held for each entitlement139 (One hundred and thirty nine) fully paid-up equity shares
- GE Power equity shares voted in favour4,80,58,269 equity shares
- JSW Energy equity shares voted in favour1,65,22,84,784 equity shares
- Outstanding debt of JSW Energy unsecured creditorsRs. 1,938,13,05,516
- GE Power equity shareholders' approval99.99%
- GE Power unsecured creditors' approval99.9359%
- JSW Energy equity shareholders' approval99.9999%
Source: BSE · 14 Oct 2026
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