In re Renault Nissan Automotive India Private Limited (NCLT Chennai)
Summary: The NCLT Chennai considered a Company Application filed by Renault Nissan Automotive India Private Limited, the First Applicant/Demerged Company, and Renault India Powertrain Private Limited, the Second Applicant/Resulting Company, along with their shareholders, under Sections 230-232 of the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, concerning a Composite Scheme of Arrangement. The Scheme provides for the demerger, transfer and vesting of the Powertrain Manufacturing Business of the Demerged Company in the Resulting Company on a going concern basis, while the Remaining Business, together with its assets, investments, liabilities and obligations, continues with the Demerged Company. The Scheme provides for allotment of 15 equity shares of the Resulting Company having face value of INR 10 each for every 1,000 equity shares of INR 10 each of the Demerged Company. The Tribunal noted the Scheme’s stated objectives, including focused management, separate operational processes and governance, independent capital expenditure and operational priorities, improved management of industrial ecosystems, a sharper talent strategy and long-term value creation. The Applicant Companies had placed their constitutional documents, financial statements, Board resolutions, valuation report and statutory auditors’ certificates on record. The Fair Equity Share Exchange Ratio Report was obtained from Ernst & Young Merchant Banking Services LLP, Registration No. IBBI/RVE/05/2021/155, with the report dated 04.11.2025 stating the entitlement ratio of 15 equity shares of RIPPL for every 1,000 equity shares of RNAIPL. The Tribunal directed meetings of the equity shareholders and unsecured creditors of the First Applicant Company and the equity shareholders of the Second Applicant Company. The meeting of the First Applicant Company’s equity shareholders is to be held on 19.09.2026 at 10.30 AM, its unsecured creditors at 12.00 PM, and the Second Applicant Company’s equity shareholders at 02.30 PM, at Plot No. 1, SIPCOT Industrial Park Oragadam (Post), Kanchipuram, Sriperumbudur Taluk-602118, Tamil Nadu, India, or through video conferencing subject to the conditions specified in the order. The Tribunal noted NIL secured creditors in both companies and NIL unsecured creditors in the Resulting Company, for which meetings were not required. It prescribed quorum of 2 for the Demerged Company’s equity shareholders, 30 for its unsecured creditors and 2 for the Resulting Company’s equity shareholders. Mehak Nakra was appointed Chairperson and Mr. Sriram V Ananth as Scrutinizer, with the respective fees specified in the order. The Applicant Companies were directed to comply with notice, advertisement, regulatory intimation, reporting and other procedural requirements, including the applicable MCA Circulars and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Accordingly, Application CA(CAA)/62(CHE)2026 was allowed.
