NCLT approves Samvardhana Motherson's group restructuring; no new shares to be issued

What happened

• A specified undertaking of Samvardhana Motherson Innovative Solutions is demerged into Samvardhana Motherson International, the listed parent, per Investywise and Kalkine.
• Samvardhana Motherson Auto System Private Limited amalgamates into the parent, and Motherson Machinery and Automations merges into Samvardhana Motherson Innovative Solutions, per Kalkine.
• All participating entities are wholly owned subsidiaries or the parent itself, so no shares are issued, per Kalkine and Whalesbook. Investywise said the order grants no exemption from stamp duty, income tax or GST, and the scheme was sanctioned under Sections 230 to 232 of the Companies Act, 2013.
• Kalkine gave the board approval date as 7 February 2025. Whalesbook said the certified order must be filed with the Registrar of Companies within 30 days. The shares closed at ₹153.75 on Monday, per Zerodha Kite.

Why it matters

Kalkine and Whalesbook both say the scheme involves no share swap with outside shareholders, since every entity is wholly owned by the parent or is the parent itself.

Good to know: The appointed date is the date from which a scheme of arrangement is treated as taking effect in the accounts. It can fall well before the tribunal's order, as here.

Key facts

Order

NCLT Mumbai bench, 26 October 2026

Appointed date

1 April 2024

Structure

One demerger and two amalgamations among four group entities

Shares issued

None, per Kalkine and Whalesbook

Board approval, per Kalkine

7 February 2025

Read the source

• Samvardhana Motherson International: NCLT Approves Composite Scheme of ArrangementInvestywise
• Motherson NCLT Scheme Approval: What Investors Should KnowKalkine
• Samvardhana Motherson Receives NCLT Approval for Corporate Structure RestructuringWhalesbook