NCLT Mumbai Approves Merger Of Tata Group Firm Rujuvalika Investments Into Tata Steel

The National Company Law Tribunal at Mumbai has sanctioned merger of Rujuvalika Investments Limited, a wholly owned subsidiary of Tata Steel Limited into Tata Steel.

A coram of Judicial Member Ashish Kalia and Technical Member Banwari Lal Meena while approving the second motion application, said “From the materials available on record, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law or contrary to public interest/policy.”

The Tribunal noted that the first motion application was allowed on March 25, 2026 followed by the second motion order dated June 5, 2026.

Rujuvalika was incorporated as a Non Banking Financial Company and was recategorised by the RBI in 2022 as a Systemically Important Non Deposit Taking Middle Layer NBFC. It is wholly owned by Tata Steel with 13,28,800 shares, representing 100% of its shareholding held by Tata Steel and its nominees. Rujuvalika also holds 11,68,393 shares of Tata Steel.

Under the sanctioned Scheme, the shares of Rujuvalika held by Tata Steel will be cancelled, with no new shares or cash consideration being issued by Tata Steel. Rujuvalika will be dissolved without winding up, while its debts, liabilities, duties and obligations will vest in Tata Steel.

The Tribunal recorded the Registrar of Mumbai's report dated August 5, 2026 which stated that no inquiry, inspection, investigation or prosecution under the Companies Act was pending against the petitioner companies.

The Regional Director (Western Region) filed its report dated August 21, 2026, raising observations on statutory, tax, regulatory and beneficial ownership compliances, which the companies addressed through clarifications and undertakings.

The Official Liquidator of High Court of Bombay in its July 24, 2026 report stated that the affairs of Rujuvalika had not been conducted in a manner prejudicial to public interest or the interests of creditors. The Tribunal also noted that no objector had appeared against the Scheme.

The Tribunal further took note of the RBI's No Objection Certificate dated June 18, 2024 and the companies' undertaking to comply with the RBI requirements.

Sanctioning the scheme, the Tribunal directed the companies to file the certified order and Scheme with the ROC through e-Form INC-28 within 30 days of receiving the order and submit the authenticated order and Scheme to the Superintendent of Stamps for stamp duty adjudication within 60 days.

For the Petitioner(s): Advocate Shyam Kapadia

For Regional Director (WR): Gaurav Jaiswal, Company Prosecutor for Regional Director (Western Region I & II), MCA