Background and Chronology of Events

The dispute originates from a show cause notice dated November 3, 2023 (SCN) issued by the Collector of Stamps, Enforcement-I, Mumbai. The SCN proposed levy and recovery of stamp duty of ₹136.23 million and penalty of ₹68.12 million in relation to the instrument comprising the order dated April 26, 2019 passed by the National Company Law Tribunal (NCLT), Chennai sanctioning the Scheme of Arrangement (Demerger) between Tenneco Automotive India Private Limited (demerged company) and Tenneco Clean Air India Limited (resulting company).

This matter was previously disclosed in the company's Red Herring Prospectus under "Litigation involving our Company."

The Collector passed an order dated February 2, 2024 (Confirmation Order) confirming the demand raised under the SCN. The company challenged both the SCN and Confirmation Order before the Bombay High Court through a Writ Petition.

The Bombay High Court, through orders dated December 5, 2025 and April 6, 2026, directed the Collector to pass a reasoned order after hearing the company, while leaving all contentions open.

Final Order Details

The Collector has passed a final order dated October 27, 2026 under Section 31 of the Maharashtra Stamp Act, 1958, which was received by the company on November 3, 2026.

The order confirms:

  • Stamp duty demand of ₹128.46 million (reduced from original ₹136.23 million, accounting for ₹7.78 million already paid by the company)
  • Enhanced penalty of ₹243.59 million (significantly increased from original ₹68.12 million)
  • Total aggregate amount payable: ₹372.04 million

Nature of Violation

The order relates to an alleged shortfall in payment of stamp duty chargeable under Article 25(da) of Schedule I to the Maharashtra Stamp Act, 1958 on the NCLT order sanctioning the Scheme of Arrangement (Demerger).

Company's Position and Impact Assessment

Based on assessment by the company and its legal advisers, the company believes it has adequate legal grounds to challenge/contest the order and is evaluating appropriate legal remedies.

The financial impact is quantifiable at ₹372.04 million, but the company's position is that this amount is contested and will be challenged through legal channels.