TSTata Steel500470Scheme of arrangement

Certified true copy of NCLT order sanctioning amalgamation of wholly owned subsidiary received

The company has received the certified true copy of the NCLT Mumbai Bench order approving and sanctioning the scheme of amalgamation of Rujuvalika Investments Limited with and into it.

By ScoutQuest · Thu 15 Oct 2026, 7:02 PM IST · 3 min read

NCLT Order Pronounced

October 1, 2026

Certified Copy Received

October 15, 2026

Holding in Transferor Company

13,28,800 shares, i.e. 100% of the shares

What has been disclosed

• The company has received, on October 15, 2026, the certified true copy of the order of the Hon'ble National Company Law Tribunal, Mumbai Bench, in the matter of the scheme of amalgamation of Rujuvalika Investments Limited and the company and their respective shareholders.
• The Tribunal had pronounced the order on October 1, 2026, approving and sanctioning the scheme.
• The scheme is under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Who is being merged

• Rujuvalika Investments Limited is the transferor company and is a wholly owned subsidiary of the company. It is engaged in the business of non-banking financial activity and does not have any active operations as a non-banking financial company.
• It was granted a Certificate of Registration by the Reserve Bank of India on 31.03.1998, and in 2022 the RBI recategorised it as a Systematically Important Non-Deposit Taking Middle Layer Non-Banking Financial Company.
• The transferee company is engaged in manufacturing steel and offers products including hot rolled, cold rolled and coated steel, rebars, wire rods, tubes and wires.

What the scheme does

• On the scheme coming into effect, all shares of the transferor company held by the transferee company, either directly or through nominees, stand cancelled without any further application, act or deed.
• The investment in the shares of the transferor company appearing in the books of accounts of the transferee company also stands cancelled.
• It is clarified that no new shares shall be issued and no payment shall be made in cash by the transferee company in lieu of cancellation of those shares.
• Under Clause 15.2 of the Scheme, shares of the transferee company held by the transferor company, if any, either directly or indirectly or through nominees, shall stand cancelled upon the effectiveness of the Scheme.

Shareholding picture

• The holding of the company in the transferor company is shown as 13,28,800 shares, i.e. 100% of the shares, held by the company and its nominees.
• The transferor company's investment in the transferee company is shown as 11,68,393 shares.
• The transferor company became a subsidiary of the transferee company on May 8, 2015; it held those shares of the transferee company before becoming a subsidiary, and those shares do not carry any voting rights.

Rationale stated for the amalgamation

• Simplifying the corporate structure of the group and reducing shareholding tiers.
• Reducing the multiplicity of legal and regulatory compliances required to be carried out by both companies.
• Reducing the number of legal entities within the group.
• Savings in administration, operations, compliances and other costs associated with managing separate entities.
• The amalgamation is stated to be in the interest of the shareholders and all other stakeholders, and not prejudicial to their interests.

Appointed date and process

• The appointed date is 01.04.2023. The scheme states this is to facilitate a seamless consolidation of the books of the transferor company with the transferee company for the entire financial year 2023-24, and the RBI granted its NOC on the basis of a draft scheme with an appointed date of April 1, 2023.
• The Regional Director (Western Region), Ministry of Corporate Affairs, shared a report dated 21.08.2026 with observations on the scheme, and the petitioner companies shared an affidavit-in-reply e-shared with the Tribunal on 22.08.2026 giving clarifications and undertakings.
• The Registrar of Companies, Mumbai-I, in its report dated 05.08.2026, stated that no inquiry, inspection, investigation or prosecution under the Companies Act, 2013 is pending against the petitioner companies, and that no representation regarding the proposed scheme has been received against them.

What this means for investors

• This is the amalgamation of a wholly owned subsidiary into the listed company. Since the subsidiary is already wholly owned, the scheme does not involve issue of new shares or any cash payment for the cancellation of the company's holding in the subsidiary.
• The transfer is a group simplification step, and the update describes the scheme as being in the interest of shareholders and other stakeholders.

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