Case Overview

This order pertains to a joint company application (CA(CAA)/31(CHE)/2026) filed by Ford Motor Private Limited (FMPL) and Ford India Private Limited (FIPL) under Sections 230 to 232 of the Companies Act, 2013. The application seeks approval for a Scheme of Arrangement involving the amalgamation of FMPL (Transferor Company) into FIPL (Transferee Company). Both companies are part of the Ford Group, with identical shareholding (90% held by Ford Motor Company, USA and 10% by Ford International Services LLC, USA).

The proposed amalgamation aims to achieve business consolidation, operational synergies, reduced administrative costs, centralized fund management, and a simplified corporate structure. The Scheme provides for the merger by absorption of FMPL into FIPL, with an Appointed Date of 1st April 2026. The consideration for the amalgamation is a share exchange ratio of 1:1, meaning one fully paid-up equity share of FIPL (₹100 each) will be issued for every one fully paid-up equity share of FMPL (₹10 each). The accounting treatment will follow the 'pooling of interest method' as per Ind AS 103.

Final Outcome

The Tribunal disposed of the application and issued directions for convening meetings of the unsecured creditors of both companies to seek approval for the Scheme. Key directions include:

  • Dispensation of Shareholder Meetings: Meetings for equity shareholders of both companies were dispensed with as both shareholders, holding 100% of the shareholding, had provided written consent.
  • No Secured Creditors: The existence of no secured creditors for both companies was confirmed, thus no meetings were required.
  • Unsecured Creditor Meetings: Meetings for unsecured creditors are to be convened on 25th July 2026:
  • For FMPL: 468 unsecured creditors (amount: ₹128.06 crores) at 10:30 AM. Quorum fixed at 47 creditors.
  • For FIPL: 544 unsecured creditors (amount: ₹676.16 crores) at 12:00 PM. Quorum fixed at 55 creditors.
  • The venue for both meetings is the registered office of FMPL at Plot No. 13, 15 and 16, Survey No. 602/3, ELCOT SEZ Sholinganallur, Chennai 600119.
  • Mr. Raj Singh was appointed as the Chairperson for the meetings (fee: ₹1,00,000), and Mr. Kishore P was appointed as the Scrutinizer (fee: ₹50,000).
  • The companies were directed to issue individual notices to creditors via registered post/speed post/courier/email 30 days in advance and publish advertisements in the Economic Times (All India Edition) and Dina Thanthi (Tamil Nadu Edition).
  • Notices are also to be sent to the Regional Director, MCA, Registrar of Companies, Official Liquidator, Income Tax Authorities, and relevant sectoral regulators.

The application IA(CA)/150(CHE)/2026, which sought to fix the meeting venue at the aforementioned address instead of FIPL's registered office, was also allowed.

The final sanction of the Scheme is contingent upon the approval of the unsecured creditors in these meetings and subsequent approval from the Tribunal.

Topics: Corporate Amalgamation, NCLT Proceedings, Creditor Approval