NCLT Mumbai Allows First Motion For Amalgamation Of Tata Motors' Wholly Owned Subsidiaries With It

The National Company Law Tribunal at Mumbai has allowed the first motion application for the proposed amalgamation of Tata Motors Limited's direct and indirect wholly owned subsidiaries, TMF Holdings Limited and TMF Business Services Limited, with Tata Motors.

Judicial Member K.R. Saji Kumar and Technical Member Anil Raj Chellan ruled that meetings of Tata Motors' shareholders and creditors need not be held to consider the scheme.

The bench, however, directed Tata Motors to notify them and give them an opportunity to raise objections or make representations.

TMF Holdings is a systemically important, non-deposit taking core investment company registered with the Reserve Bank of India. It primarily makes investments and provides loans, guarantees and other forms of finance to group companies.

TMF Business Services, meanwhile, is engaged in leasing vehicles manufactured by Tata Motors and its group companies.

The boards of all three companies approved the proposed scheme on January 29, 2026. April 1, 2026, has been fixed as its appointed date.

The companies have proposed the amalgamation to simplify and rationalise the group structure. The scheme is also intended to reduce the number of legal entities, eliminate administrative duplication and cut the costs associated with maintaining separate entities.

The tribunal noted that the proposed arrangement involves Tata Motors and its wholly owned subsidiaries with the assets and liabilities of the two amalgamating companies vesting in Tata Motors without consideration. No fresh shares would be issued and the shareholding of Tata Motor equity shareholders would therefore not be diluted.

The tribunal observed that Tata Motors' post scheme net worth would remain positive, while its creditors' rights would not be adversely affected. It therefore held that shareholder and creditor meetings were not required, while preserving their right to raise objections.

The Tribunal also recorded that BSE and NSE had issued no-adverse-observation/no-objection letters, while the RBI had granted its approval to TMF Holdings in respect of the scheme.

Allowing the first motion, the companies were directed to serve notices and the scheme on the Regional Director, ROC, Income Tax Department, Official Liquidator, GST authorities, SEBI, BSE, NSE and other relevant regulators before proceeding further with the scheme.

For the Applicants: Advocates Hemant Sethi along with Advocates Tanaya Sethi