NCLT clears Tata Steel's absorption of wholly owned NBFC Rujuvalika Investments

On 1 October 2026, Mumbai Bench-II of the National Company Law Tribunal pronounced an order sanctioning the Scheme of Amalgamation between Tata Steel Limited (the transferee) and Rujuvalika Investments Limited (the transferor). Per the filing, Rujuvalika is a wholly owned subsidiary of Tata Steel and a non-deposit-taking NBFC that, in the company's own words, "does not have any active operations as a Non-Banking Financial Company." Once the scheme takes effect, Rujuvalika will be dissolved without winding up, and its debts, liabilities and legal proceedings pass to Tata Steel.

The company states the rationale is to simplify the Tata Steel group's corporate structure, reduce shareholding tiers, cut the number of legal entities and lower the compliance and administrative cost of running separate companies. Because the transferor is wholly owned, the filing notes no new shares will be issued and no cash paid — the shares Tata Steel holds in Rujuvalika simply stand cancelled. The amalgamation will be accounted for under the pooling-of-interest method prescribed by Ind AS 103. The Tribunal recorded that the Official Liquidator found the transferor's affairs were not conducted prejudicially, and that no objector appeared to oppose the scheme.

The scheme had moved through board approvals, an RBI no-objection and Tribunal motions since 2024. The Regional Director queried the appointed date of 1 April 2023, which pre-dates the filing by more than a year. The company explained the gap arose partly from an RBI-directed amendment to the scheme and partly from discussions with its single secured creditor, the Joint Plant Committee, which concluded after a payment was made. The Tribunal has bound the scheme to all parties with effect from the appointed date, and the companies must file the order with the Registrar of Companies within 30 days.

The filing discloses that Rujuvalika held ordinary shares of Tata Steel itself — a cross-holding the company explained was permissible because it pre-dated Rujuvalika becoming a subsidiary in 2015 and carried no voting rights. Under the scheme, these shares held by the transferor in the transferee stand cancelled upon effectiveness.