NCLT Mumbai allows first-motion application for merger of wholly owned subsidiary CIE Aluminium Casting India

NCLT Mumbai, by order dated 24th September 2026, has allowed the company's first-motion application (CA(CAA)-115/MB/2026) for the merger by absorption of CIE Aluminium Casting India Ltd (CIEALCAST), a wholly owned subsidiary.

Fri 25 Sep 2026

NCLT Order Date

24th September 2026

Appointed Date

1st April 2026

Parent Company Paid-up Capital

37,93,62,377 Equity Shares of Rs. 10/- each

Subsidiary Paid-up Capital Cancelled

29,40,000 equity shares of Rs.10/- each

Share Issuance

No new shares will be issued

What was shared

The company informed the exchanges that the National Company Law Tribunal, Mumbai Bench, by an order pronounced on 24th September 2026, allowed its application CA(CAA)-115/MB/2026 in connection with the Scheme of Merger by Absorption of CIE Aluminium Casting India Limited (CIEALCAST), a wholly owned subsidiary, into CIE Automotive India Limited. The order was uploaded on the NCLT website on 24th September 2026; the certified copy is awaited.

The Boards of both companies approved the Scheme on 23rd April 2026. The Appointed Date is 1st April 2026.

What changes for shareholders

• The subsidiary is wholly owned, so no shares of CIE Automotive India will be issued in exchange.
• CIEALCAST's issued and paid-up capital of 29,40,000 equity shares of Rs.10/- each (Rs. 2,94,00,000) stands cancelled on the Effective Date.
• The parent's subscribed and paid-up capital of 37,93,62,377 Equity Shares of Rs. 10/- each (Rs. 379,36,23,770) and its capital structure remain unchanged.

Meetings and notices

• CIEALCAST has 7 equity shareholders, all of whom gave consent affidavits; their meeting was dispensed with.
• The Transferee Company had 1,00,114 equity shareholders as on 31.03.2026; their meeting was dispensed with as there is no reorganisation of share capital, relying on NCLAT precedents including Reliance Industries, DLF Phase-IV, Ambuja Cements and Patel Engineering.
• Notices are to be served to shareholders and to the subsidiary's unsecured creditors, who may make representations within 30 days.

Creditor position stated before the Tribunal (as on 31.03.2026)

• Neither company has any secured creditor.
• CIEALCAST: 688 sundry creditors of Rs.1,12,05,46,355/-, 31 capex unsecured creditors of Rs.3,31,73,029/-, and one unsecured borrowing of Rs.1,69,00,00,000/-.
• The Transferee Company: 2654 unsecured creditors of value Rs.6,24,51,57,282/-.

Stated rationale

The companies cited production and marketing synergies, cross-selling across OEM relationships (CIEALCAST holds near sole-supplier positions for several aluminium die-cast components in two-wheeler and passenger vehicle segments), organisational and operating efficiencies from removing duplicate structures, a stronger consolidated financial position, and elimination of inter-company payables, loans and transactions.

How to read it

This is a procedural step in the merger process — directions on notices and dispensation of meetings — rather than final sanction of the Scheme. The merger is of a fully owned subsidiary already consolidated in the group, so there is no dilution or change in the shareholding of existing investors.

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