Authority: National Company Law Tribunal, Division Bench - I, Chennai

Order Date: 16th June, 2026

Case Overview

The National Company Law Tribunal (NCLT) Chennai considered a joint company application filed by three Renault-Nissan group companies under Sections 230-232 of the Companies Act, 2013 for approval of a Composite Scheme of Arrangement. The applicants were Renault Nissan Automotive India Private Limited (First Applicant/Demerged Company/Amalgamating Company), Renault India Powertrain Private Limited (Second Applicant/Resulting Company), and Renault India Private Limited (Third Applicant/Amalgamated Company).

The scheme involves a two-step process: First, the demerger and transfer of the Powertrain Manufacturing Business from Renault Nissan Automotive India to Renault India Powertrain. Second, the amalgamation of the remaining business of Renault Nissan Automotive India with Renault India Private Limited. The board of directors of all three companies approved the scheme on April 28, 2026.

The rationale for the scheme includes enabling focused management of distinct business operations, improving execution efficiency, independent capital expenditure planning, efficient management of industrial ecosystems, tailored talent strategies, and creating long-term stakeholder value through optimized capital structures.

The financial positions of the companies as of February 28, 2026, are:

  • Renault Nissan Automotive India: Net worth ₹5,533.77 crore, Turnover ₹10,188.07 crore
  • Renault India Powertrain: Net worth ₹1,00,000 (newly incorporated April 6, 2026)
  • Renault India Private Limited: Net worth ₹519.04 crore, Turnover ₹4,424.73 crore

The share exchange ratios are:

  • For demerger: 15 equity shares of Resulting Company for every 1,000 equity shares of Demerged Company
  • For amalgamation: 1,707 equity shares of Amalgamated Company for every 1,000 equity shares of Amalgamating Company

Final Outcome

The NCLT approved the convening of meetings of shareholders and creditors as follows:

  • Renault Nissan Automotive India: Meetings of 2 equity shareholders (July 25, 2026, 10:30 AM) and 777 unsecured creditors (July 25, 2026, 11:00 AM)
  • Renault India Powertrain: Meeting of 2 equity shareholders (July 25, 2026, 11:30 AM)
  • Renault India Private Limited: Meetings of 2 equity shareholders (July 25, 2026, 12:00 PM) and 357 unsecured creditors (July 25, 2026, 12:30 PM)

The Tribunal appointed Mehak Kakar as Chairperson (fee ₹2,00,000) and Sriram V. Ananth as Scrutinizer (fee ₹1,00,000). Notices must be published in Business Standard (English), Dina Malar (Tamil), and Samyukta Karnataka (Kannada) newspapers. The quorum requirements were specified for each meeting, with provisions for adjournment if quorum is not met.

The applications were allowed, and the companies were directed to comply with all notification requirements to relevant authorities including Regional Director, MCA, Registrar of Companies, RBI, and Income Tax authorities.

Topics: Corporate Restructuring, Automotive Sector, NCLT Approval