TVS Supply Chain merger: NCLT clears 3.75 crore shares

NCLT Chennai sanctions TVS Supply Chain amalgamation

The National Company Law Tribunal (NCLT), Chennai Bench, has sanctioned a Scheme of Amalgamation involving five transferor companies with TVS Supply Chain Solutions Limited (the transferee company). The order is dated July 07, 2026. The Scheme provides for the merger of Mahogany Logistics Services Private Limited, TVS SCS Global Freight Solutions Limited, White Data Systems India Private Limited, SPC International (India) Private Limited, and Flexol Packaging (India) Limited into TVS Supply Chain Solutions Limited. The decision is one of several NCLT-led corporate actions involving TVS group entities that have been recorded in recent periods. For TVS Supply Chain Solutions, the Scheme is structured around a specified appointed date and a share-based consideration for at least one transferor company.

Companies covered under the Scheme

The NCLT order covers five transferor companies proposed to be amalgamated into TVS Supply Chain Solutions Limited. These include logistics and freight-related entities as well as packaging and data systems businesses. The transferee company is TVS Supply Chain Solutions Limited. A specific condition applies to SPC International (India) Private Limited, where the Scheme’s effectiveness is subject to further sanction by another bench. The Scheme, as described, is intended to consolidate these entities into the listed transferee company under the Companies Act framework.

Appointed date and conditional approval from Bengaluru Bench

The Scheme is effective from the Appointed Date of April 01, 2023. However, the Scheme is subject to the sanction by the NCLT, Bengaluru Bench regarding SPC International (India) Private Limited. This means the Chennai Bench order, while sanctioning the amalgamation framework, still requires a corresponding approval for the portion involving SPC International (India) Private Limited. TVS Supply Chain Solutions has stated it will make further intimations to stock exchanges upon receipt of the order from the NCLT, Bengaluru Bench and upon the Scheme becoming effective.

Consideration: 3,75,02,140 equity shares of Re 1 each

As consideration for the amalgamation, TVS Supply Chain Solutions Limited will issue 3,75,02,140 fully paid-up equity shares of face value ₹1 each. The issuance is to the shareholders of Mahogany Logistics Services Private Limited, as outlined in the Scheme. The consideration mechanism is a key element because it results in an equity issuance by the transferee company linked to the merger. The Scheme also provides for treatment of inter-company shareholdings in a manner common to amalgamation structures.

Cancellation of shares held in wholly owned subsidiaries

The NCLT order records that shares held by the transferee company in the wholly owned subsidiaries will be cancelled and extinguished upon sanction of the Scheme. This clause typically aligns share capital structure with the post-merger corporate structure. In the present case, the Scheme indicates a clear instruction that these intra-group holdings should not remain outstanding after the merger becomes effective. The cancellation and extinguishment is tied to the sanction and effectiveness mechanics described in the order.

Effective date hinges on ROC filing

The Scheme will become effective upon the filing of certified copies of the Tribunal’s order with the Registrar of Companies. This ROC filing condition is a formal step that determines when the merger becomes operational in law. The transferee company has also been directed to file the revised Memorandum and Articles of Association. In addition, it must make necessary payments for enhancement of authorised capital, as required. Upon the Scheme becoming effective, the transferor companies will be dissolved without winding up.

Income Tax Department rights explicitly preserved

The Tribunal clarified that the Income Tax Department retains the right to pursue pending assessments and recover dues. This clarification is an important part of NCLT sanction orders, ensuring that a merger approval does not restrict statutory authorities from continuing lawful proceedings. In practical terms, any pending income tax matters linked to the entities covered under the Scheme can continue despite the amalgamation process. The clarification also indicates that regulatory and statutory processes run parallel to corporate restructuring approvals.

Approval levels by shareholders and creditors

The information available in the Scheme summary includes voting outcomes for approvals. Shareholder approval is recorded at 96.75% in favour, and creditor approval at 99.997% in favour. These high approval levels indicate that the Scheme secured broad consent among the relevant stakeholders presented in the process. Such approval statistics form part of the record considered by the Tribunal while sanctioning schemes under Sections 230 to 232 of the Companies Act, 2013.

Key facts table

Wider TVS group context: other NCLT schemes on record

The TVS group has seen multiple NCLT-approved schemes in recent periods, based on the information available. The Chennai Bench of the NCLT approved a Scheme of Arrangement providing for the amalgamation of Sundaram Auto Components Limited with TVS Motor Company Limited, noting that statutory compliances had been fulfilled and there were no further objections on record. Separately, TVS Electronics Limited completed its amalgamation with TVS Investments Private Limited and filed a mandatory SAST disclosure on December 24, 2025. In that scheme, NCLT sanction was received on November 27, 2025, the Scheme Effective Date was December 19, 2025, and the company allotted 1,11,60,093 equity shares on December 23, 2025.

Market impact: what investors should track

For TVS Supply Chain Solutions, the market-relevant elements disclosed relate to structure and process rather than operational guidance. The planned issuance of 3,75,02,140 equity shares of ₹1 each is a concrete corporate action linked to the amalgamation consideration. Investors tracking the merger will typically watch for the remaining NCLT Bengaluru Bench sanction for SPC International (India) Private Limited and the ROC filing that makes the Scheme effective. The company has indicated it will inform stock exchanges upon receipt of the Bengaluru order and once the Scheme becomes effective. Separately, the Tribunal’s clarification on Income Tax Department rights signals that tax assessments and dues recovery, if any, remain outside the merger approval’s scope.

Conclusion

NCLT Chennai’s July 07, 2026 order clears TVS Supply Chain Solutions’ Scheme of Amalgamation for five transferor companies, with an appointed date of April 01, 2023 and a defined share issuance as consideration. The next milestones disclosed are the NCLT Bengaluru Bench sanction for SPC International (India) Private Limited and the filing of certified orders with the Registrar of Companies, after which the Scheme becomes effective and the transferor companies dissolve without winding up.