NCLT Delhi Sanctions Yamaha Motor India Restructuring Scheme

The Principal Bench of the National Company Law Tribunal (NCLT), New Delhi has sanctioned a composite scheme involving Yamaha Motor India Private Limited, Yamaha Motor India Sales Private Limited and India Yamaha Motor Private Limited.

The scheme provides for the demerger of the management advisory and consulting business, referred to as the “Planning division”, of Yamaha Motor India into India Yamaha Motor. It also provides for the amalgamation of Yamaha Motor India Sales with India Yamaha Motor.

President Justice Anupinder Singh Grewal and Technical Member Ravindra Chaturvedi passed the order on September 30.

The scheme was proposed under Sections 230-232 of the Companies Act, 2013. According to the scheme, the restructuring is aimed at enhancing shareholder value, achieving operational synergies, and enabling focused management of the respective business verticals. The appointed date is April 1, 2026.

Under the share exchange arrangement, 3,62,867 fully paid-up equity shares of ₹10 each of India Yamaha Motor will be issued for every 1 crore fully paid-up equity shares of Yamaha Motor India.

For the amalgamation of Yamaha Motor India Sales, 10,65,549 fully paid-up equity shares of ₹10 each of India Yamaha Motor will be issued for every 1 crore fully paid-up equity shares of Yamaha Motor India Sales. The transferor company will dissolve without winding up once the scheme takes effect.

The scheme provides for the transfer of assets, contracts, intellectual property, employees and liabilities connected with the businesses being transferred. Employees will move to the transferee company with continuity of service and on terms no less favourable than their existing terms. Pending proceedings will also continue by or against the transferee company.

The tribunal noted that the Official Liquidator had reported that the affairs of the transferor company did not appear to have been conducted in a manner prejudicial to its members or public interest.

An auditor's certificate was also placed on record stating that the proposed accounting treatment conformed to the applicable accounting standards and generally accepted accounting principles. A valuation report supporting the share exchange ratio was also filed.

The tribunal held that there was no impediment to sanctioning the scheme after considering the positions taken by the statutory authorities and the approvals of shareholders and creditors.

“Accordingly, the Scheme proposed by the Petitioner Companies under Sections 230 to 232 of the Companies Act, 2013, is hereby sanctioned.”

The tribunal clarified that the sanction does not exempt the companies from stamp duty, taxes, statutory dues or other legal compliances. It also does not affect the tax treatment of the transactions under the Income Tax Act.

The companies must file a certified copy of the order with the Registrar of Companies within the prescribed period. India Yamaha Motor must also file an annual Form CAA-8 until the scheme is fully implemented.

The petition was accordingly allowed and disposed of.