Tata Motors Limited & Ors., In re (NCLT Mumbai)
Summary: The National Company Law Tribunal, Mumbai Bench, considered a joint application under Sections 230 to 232 of the Companies Act, 2013 seeking directions concerning notices and convening or dispensation of meetings in relation to a Composite Scheme of Amalgamation amongst Tata Motors Limited, TMF Holdings Limited and TMF Business Services Limited and their respective shareholders and creditors.
The Board of Directors of the three Applicant Companies approved the Scheme at meetings held on 29.01.2026, with 01.04.2026 specified as the Appointed Date. Tata Motors Limited is the amalgamated company, while TMF Holdings Limited and TMF Business Services Limited are the amalgamating companies. TMF Holdings Limited is a wholly owned subsidiary of Tata Motors Limited and TMF Business Services Limited is a wholly owned subsidiary of TMF Holdings Limited. The equity shares and non-convertible debentures of Tata Motors Limited are listed on BSE and NSE, while the NCDs of TMF Holdings Limited are listed on NSE.
The stated rationale of the Scheme is rationalisation and simplification of the corporate structure by reducing the number of legal entities and thereby reducing structural complexity, together with elimination of administrative duplication and associated costs. Tata Motors Limited is engaged in commercial vehicle manufacturing and related businesses, TMF Holdings Limited is a systemically important non-deposit taking core investment company registered with RBI, and TMF Business Services Limited is engaged in operating-lease activities involving vehicles manufactured by Tata Motors Limited and its group companies.
