NCLT Approves GE Power India-JSW Energy Scheme, Clears Transfer Of Thermal Power Equipment Business

Mumbai, October 2, 2026: The National Company Law Tribunal (NCLT) has sanctioned the Scheme of Arrangement between GE Power India Limited and JSW Energy Limited, paving the way for the transfer of GE Power India’s identified thermal power equipment business to JSW Energy.

The order, pronounced on October 1, 2026, approves the demerger and vesting of GE Power India’s “Demerged Undertaking” in JSW Energy, subject to the undertakings and directions recorded by the tribunal. The appointed date for the transaction is July 1, 2025.

Business Being Transferred

Under the scheme, the business being transferred comprises GE Power India’s operations at its Durgapur facility relating to the manufacture and supply of power boiler components, pressure vessels, piping and coal mills for thermal power plants.

The scheme defines the “Demerged Business” as “the business of manufacture and supply of power boilers components, pressure vessels, piping, and coal mills for thermal power plant undertaken by the Demerged Company at the Durgapur Facility.”

Shareholder And Creditor Approval

The scheme was approved by the requisite majority of shareholders and creditors of both companies. According to the report submitted by Mohan Prasad Tiwari, the Chairperson appointed by the tribunal, the scheme was approved by 391 equity shareholders of GE Power India holding 4,80,58,269 equity shares, representing approximately 99.99% of the total valid votes cast.

Among GE Power India’s unsecured creditors, 85 out of 86 creditors, representing 99.9359% of the total valid votes in terms of value of debt, approved the scheme.

In the case of JSW Energy, the scheme was approved by 1,025 equity shareholders holding 1,65,22,84,784 equity shares, representing 99.9999% of the total valid votes cast.

It was also approved by 47 unsecured creditors having outstanding debt of Rs 1,938,13,05,516, representing 100% of the total valid votes in terms of value of debt. The Chairperson accordingly reported that the scheme had been approved by the requisite majority.

Share Entitlement Ratio

Under the approved scheme, JSW Energy will issue 10 fully paid-up equity shares of Rs 10 each for every 139 fully paid-up equity shares of Rs 10 each held in GE Power India, in accordance with the approved share entitlement ratio.

Purpose Of The Demerger

According to the scheme placed before the tribunal, the demerger is intended to allow GE Power India to streamline its operations, reduce costs and focus on its retained businesses.

For JSW Energy, the transaction is intended to facilitate its entry into the boiler pressure-parts manufacturing business, provide it with a dedicated manufacturing facility and create operational synergies with its thermal power projects.

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The tribunal’s sanction allows the Demerged Undertaking to be transferred to and vested in JSW Energy in accordance with the terms of the approved Scheme of Arrangement.

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