Samvardhana Motherson International gets NCLT nod for composite scheme

The scheme in numbers

A demerger and two amalgamations

Part B moves the demerged undertaking of Samvardhana Motherson Innovative Solutions Limited into the company. Parts C and D amalgamate Samvardhana Motherson Auto System Private Limited and Motherson Machinery and Automations Limited into the two companies that remain.

The filing says no shares will be issued by the company under the demerger, since the demerged company is its 100% subsidiary. The Tribunal sanctioned the scheme to be binding from the appointed date on all petitioner companies and their shareholders.

Regulator reports and replies

The Regional Director, Western Region-I, reported on 24 Oct 2025 with observations under paragraphs 2(a) to 2(o), and the petitioners replied in a rejoinder dated 6 Nov 2025. The Registrar of Companies, Mumbai, reported on 15 Oct 2025 that no inquiry, follow-up or investigation was pending against the four companies.

The Official Liquidator reported on 10 Nov 2025 that the affairs of the first and second companies do not appear to have been conducted in a manner prejudicial to public interest or creditors. On negative net worth at Samvardhana Motherson Auto System, the petitioners said the Companies Act does not prohibit a merger on that basis, and the Tribunal took their undertakings on record subject to applicable law.

Filings, stamp duty and taxes

The petitioners must file a certified copy with the Registrar of Companies, with e-Form INC-28 and a physical copy, within 30 days of receiving the order. They must also give the order and scheme to the Superintendent of Stamps within 60 days of receiving the certified copy.

The order says it grants no exemption from stamp duty, Income Tax, GST or other charges, and says the Income Tax Department may examine any tax payable under the scheme.

What the order means for Samvardhana Motherson International's shareholders

The company will not issue shares under the demerger, and the share capital of Samvardhana Motherson Auto System and the stated capital of Motherson Machinery and Automations are cancelled with no new shares going to their shareholders. The filing does not say when the scheme takes effect, what the demerged undertaking is worth, or how the scheme affects the company's results and assets.

The next dated step is the filing of the certified order with the Registrar of Companies within 30 days of receipt.

Reference: Original filing (PDF)