Tata Steel500470Subsidiary merged

NCLT order certified copy received for amalgamation of wholly owned NBFC subsidiary; no new shares, no cash payment

Tata Steel has received the certified true copy of the NCLT Mumbai Bench order dated October 1, 2026, sanctioning the amalgamation of Rujuvalika Investments Limited, a wholly owned subsidiary, into it.

By ScoutQuest · Thu 15 Oct 2026, 7:11 PM IST · 3 min read

Amalgamation Scheme: Rujuvalika Investments Limited, wholly owned subsidiary, amalgamated into Tata Steel
NCLT Order Date: October 1, 2026
Shares Cancelled: 11,68,393 ordinary equity shares of Tata Steel held by Rujuvalika stand cancelled

What was announced

The company has received the certified true copy of the order of the National Company Law Tribunal, Mumbai Bench, dated October 1, 2026, approving and sanctioning the Scheme of Amalgamation of Rujuvalika Investments Limited and Tata Steel Limited and their respective shareholders. The company says it received the certified copy on October 15, 2026, and the order copy is enclosed with the disclosure.

Who is being merged into whom

Rujuvalika Investments Limited is the Transferor Company. It is a wholly owned subsidiary of Tata Steel and an NBFC that does not have any active operations as a Non-Banking Financial Company.
Tata Steel Limited is the Transferee Company, engaged in manufacturing steel and offering a range of products including hot rolled, cold rolled and coated steel, rebars, wire rods, tubes and wires.
The petition was shared jointly under Sections 230 to 232 of the Companies Act, 2013, and the appointed date under the scheme is 01.04.2023.

The numbers in the order

13,28,800 shares, being 100% of Rujuvalika Investments Limited, are held by Tata Steel Limited and its nominees, as confirmed from the transferor's financials as at 31.03.2025.
The transferor holds 11,68,393 ordinary equity shares of Tata Steel Limited.
On the scheme coming into effect, all shares of the transferor held by the transferee stand cancelled, with no new shares issued and no cash payment made by Tata Steel in lieu of that cancellation.
The 11,68,393 ordinary equity shares of Tata Steel held by Rujuvalika also stand cancelled upon the scheme becoming effective.

Why the companies say they are doing this

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

The scheme states the amalgamation is in the interest of the shareholders and other stakeholders of the respective companies and is not prejudicial to their interests.

What else the order records

The Regional Director (Western Region), Ministry of Corporate Affairs, shared a report dated 21.08.2026 with observations on the scheme; the petitioner companies shared an affidavit-in-reply on 22.08.2026 giving clarifications and undertakings, which the Tribunal has taken on record.
The Registrar of Companies report records that no inquiry, inspection, investigation or prosecution under the Companies Act, 2013 is pending against the petitioner companies, and that no representation against the proposed scheme was received.
It was submitted that the transferor held its shares in the transferee before it became a subsidiary on May 8, 2015, and that these shares do not carry any voting rights.

How to read this

This is an update on a corporate restructuring that was disclosed earlier. A wholly owned subsidiary with no active NBFC operations is being amalgamated into its parent, with no new shares being issued and no cash being paid for the cancellation of shares. The result is that the subsidiary's shares and the parent's shares held by the subsidiary both stand cancelled once the scheme takes effect.

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