Dispatch of notices to shareholders and creditors for merger by absorption of wholly owned subsidiary

The company has started dispatching notices to its shareholders and creditors for the Scheme of Merger by Absorption of its wholly owned subsidiary CIE Aluminium Casting India Ltd into itself.

Thu 8 Oct 2026

NCLT Order Date

24th September 2026

Representation Window

thirty (30) days from the date of receipt of the notice

Share Consideration

no shares will be issued as consideration for the amalgamation

What was announced

The company has begun dispatching notices to its shareholders and creditors. The notices relate to a Scheme of Merger by Absorption under which CIE Aluminium Casting India Limited (the Transferor Company) is to merge into CIE Automotive India Limited (the Transferee Company). The dispatch follows directions in an order of the Hon'ble National Company Law Tribunal, Mumbai Bench, dated 24th September 2026, in the company scheme application.

Why no shareholder meeting is being convened

The Board of Directors approved the Scheme at its meeting held on 23rd April 2026. The Tribunal dispensed with the requirement of convening a meeting of the shareholders of the Transferee Company because the Transferor Company is a wholly owned subsidiary and, after the merger, there is no reorganisation of the share capital of the Transferee Company, as no new shares are being issued.

What shareholders are being asked to do

• The notice directs shareholders to submit representations, if any, in connection with the Scheme to the Tribunal within thirty (30) days from the date of receipt of the notice.
• A copy of such representations has to be simultaneously served upon the company, by post at its registered office or by e-mail from the shareholder's registered e-mail id.
• The notice states that failing this, it shall be presumed that the shareholder has no representations to make on the proposed Scheme.

What the Scheme provides on shares

• Since the Transferor Company is a wholly owned subsidiary of the Transferee Company, no shares will be issued as consideration for the amalgamation.
• The entire issued share capital of the Transferor Company held by the Transferee Company shall be cancelled.
• The Scheme does not entail any compromise of whatsoever nature between the Transferee Company and its shareholders or creditors.

What the company says the Scheme aims for

The Scheme seeks to amalgamate and consolidate the business of CIE Aluminium Casting India Limited with that of CIE Automotive India Limited. The company states that the Scheme would be in the interests of all stakeholders of the amalgamating companies as it would result in increased operational efficiencies, bring economies of scale and result in synergetic integration of the businesses presently being carried on by the company.

What the company states on impact

The company states that there will be no adverse effect of the Scheme on the equity shareholders (the only class of shareholders), key managerial personnel, promoter and non-promoter shareholders of the Transferee Company. The copy of the Tribunal Order dated 24th September 2026 and the Scheme are available on the company's website and through the QR code in the notice.

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