NCLT Mumbai Bench sanctions amalgamation of Rujuvalika Investments into Tata Steel

NCLT Mumbai Bench has pronounced its order approving and sanctioning the Scheme of Amalgamation of Rujuvalika Investments Limited into Tata Steel Limited.

Thu 1 Oct 2026

Shares held in Transferor Company

13,28,800 shares, i.e. 100%, of Rujuvalika Investments

Shares of Tata Steel held by Transferor Company

11,68,393 shares of Tata Steel

Appointed Date

01.04.2023

Consideration on cancellation

No new shares will be issued and no cash payment made for the cancellation

Sanctioning Authority

NCLT Mumbai Bench pronounced its order approving and sanctioning the Scheme of Amalgamation

What the update says

Tata Steel Limited has informed the exchanges that on October 1, 2026 the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, pronounced the order approving and sanctioning the Scheme of Amalgamation amongst Tata Steel Limited (Transferee Company) and Rujuvalika Investments Limited (Transferor Company) and their respective shareholders. With this, the Scheme of Amalgamation stands approved and sanctioned. The disclosure follows the company's earlier disclosure dated July 31, 2024.

Who is merging into whom

• Rujuvalika Investments Limited is the Transferor Company. It is engaged in the business of non-banking financial activity and, as recorded in the order, does not have any active operations as a Non-Banking Financial Company (NBFC).
• Tata Steel Limited is the Transferee Company, the listed company.
• Rujuvalika Investments is a wholly owned subsidiary of Tata Steel Limited.

Share numbers in the order

• Tata Steel Limited and its nominees hold 13,28,800 shares of Rujuvalika Investments, i.e. 100% of its shares, as confirmed from Rujuvalika's financials as at 31.03.2025.
• Rujuvalika Investments holds 11,68,393 shares of Tata Steel Limited.
• On the Scheme coming into effect, all shares of the Transferor Company held by Tata Steel (directly or through nominees) on the Effective Date stand cancelled, without any further application, act or deed, and the investment in those shares appearing in Tata Steel's books also stands cancelled.
• The order clarifies that no new shares shall be issued and no payment shall be made in cash by Tata Steel in lieu of cancellation of those shares.
• Under Clause 15.2 of the Scheme, the shares of Tata Steel Limited held by Rujuvalika Investments also stand cancelled upon the Scheme becoming effective.

Why the companies say they are doing it

• Simplify the corporate structure of the Tata Steel group and reduce shareholding tiers.
• Reduce the multiplicity of legal and regulatory compliances currently carried out by both companies.
• Reduce the number of legal entities within the Tata Steel group.
• Save administration, operations, compliance and other costs associated with managing separate entities.

The order records the amalgamation as being in the interest of the shareholders and all other stakeholders of the respective companies and not prejudicial to their interests.

Dates recorded in the order

• Appointed Date: 01.04.2023.
• The Transferor Company's Board considered and approved the Scheme on 19.03.2024, and approved a revised Scheme on 10.07.2024, including incorporations mandated pursuant to the RBI NOC.
• Tata Steel's Board accorded in-principle approval on 20.03.2024 and definitive approval on 31.07.2024.
• The joint Company Petition was shared on 15.05.2026; the First Motion order was dated 25.03.2026 and the Second Motion order 05.06.2026.
• The Regional Director (Western Region) shared its report dated 21.08.2026, and the Petitioner Companies shared an Affidavit-in-Reply e-shared on 22.08.2026.

Points raised and clarified

• 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 was pending against the Petitioner Companies, and that no representation regarding the proposed scheme was received against them.
• On the Transferor Company holding shares in its holding company, it was submitted that Rujuvalika Investments held the shares of Tata Steel before it became a subsidiary on May 8, 2015 (prior to which it was an associate company), that such shares do not carry any voting rights, and that they stand cancelled on the Scheme becoming effective.
• On the Appointed Date, it was submitted that the reasoning is set out in paragraph 8.2 of the Scheme, being to facilitate a seamless consolidation of books of the Transferor Company with the Transferee Company for the entire financial year 2023-24, and that the RBI granted the RBI NOC on the basis of a draft Scheme with an Appointed Date of April 1, 2023.

What it means in simple terms

• This is a merger of a wholly owned subsidiary into Tata Steel. Tata Steel already held 100% of Rujuvalika Investments.
• The shares of the subsidiary and the shares the subsidiary held in Tata Steel are cancelled; the order states that no new shares are issued and no cash is paid against that cancellation.
• The update is a disclosure that the Tribunal has approved and sanctioned the Scheme.

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