What was filed
Samvardhana Motherson International Limited (SAMIL) told the exchanges that the National Company Law Tribunal, Mumbai Bench, approved its composite scheme of arrangement by an order dated 26 October 2026. The scheme covers four group companies — all wholly owned within the group: Samvardhana Motherson Auto System Private Limited (SMAS), Motherson Machinery and Automations Limited (MMAL), Samvardhana Motherson Innovative Solutions Limited (SMISL) and SAMIL itself. The company had kept the exchanges updated on the scheme through letters beginning February 2025.
Per the order, the arrangement has three moving parts: SMISL's Automotive Manufacturing and Services Business is demerged into SAMIL; SMAS is amalgamated into SAMIL; and MMAL is amalgamated into SMISL.
A within-group reshuffle, not an outside deal
Because every participating entity is wholly owned within the group, no new shares are being issued as consideration. The order records that the share capital of both SMAS and MMAL will stand cancelled on the effective date, and that the two amalgamating companies will stand dissolved without being wound up. This is housekeeping inside the Motherson group, not an acquisition of or by an outside party.
The scheme cites standard rationales — simplifying the corporate structure, eliminating duplicate entities, pooling resources, cutting administrative overheads and sharpening management focus. The scheme takes effect from the appointed date of 1 April 2024.
Regulatory points addressed
The order runs through observations raised by the Regional Director and the Registrar of Companies. Two stand out. First, SMAS was flagged as having a negative net worth; the company argued, and the Tribunal accepted, that the Companies Act, 2013 does not bar a merger on that ground. Second, the Official Liquidator reported that the affairs of SMAS and MMAL did not appear to have been conducted prejudicially to the public interest or to creditors. The Tribunal found the scheme fair and reasonable and made the petition absolute, while clarifying that the order grants no exemption from stamp duty, income tax or GST, which the Income Tax Department remains free to examine.