NCLT Mumbai Allows First Motion For Merger Of Tata Group Firm Rujuvalika Investment Into Tata Steel

The scheme, jointly filed by the companies on May 27, 2025 under Sections 230 to 232 of the Companies Act, proposes merger of Rujuvalika Investments, a non-banking financial company, into Tata Steel with an appointed date of April 1, 2023.

The transferor company is a wholly owned subsidiary of Tata Steel and does not carry significant independent operations. The merger is aimed at simplifying group structure, reducing compliance burdens, eliminating duplication, and improving administrative efficiency.

The Reserve Bank of India granted its no-objection to the scheme on June 18, 2024. It noted that the NBFC registration of the transferor company would stand cancelled upon the scheme becoming effective.

The tribunal noted that since the scheme involves the merger of a wholly owned subsidiary with its holding company, there would be no issuance of shares and no impact on shareholders' rights. It dispensed with meetings of equity shareholders and creditors of both companies.

The tribunal further directed issuance of notices to regulatory authorities including the Ministry of Corporate Affairs, Registrar of Companies, Income Tax Department, SEBI, stock exchanges, and RBI, granting them 30 days to submit representations.

Accordingly, the first motion application was allowed with directions for further procedural steps in the merger process.

For Applicants: Senior Advocate Zal Andhyarujina along with Shashank Gautam, Vijay Purohit, Nikita Bangera, Pratik Jhaveri, Alok Gokhale, Deepanwita Sengupta, Amit Panda, Vinit Kamdar instructed by P&A Law Offices