The National Company Law Tribunal (NCLT) has officially sanctioned the Scheme of Amalgamation between Lumax Ancillary Limited (Transferor) and Lumax Auto Technologies Limited (Transferee). The order was delivered on March 11, 2026, making the scheme effective from the Appointed Date of April 1, 2024. The scheme aims to simplify the corporate structure and achieve economies of scale by merging the wholly-owned subsidiary into the parent company.
NCLT Sanctions Lumax Amalgamation Scheme
Lumax Auto Technologies Limited announced that the Hon’ble National Company Law Tribunal (NCLT) has sanctioned the Scheme of Arrangement for the amalgamation of Lumax Ancillary Limited (Transferor Company) and itself (Transferee Company). The official order sanctioning the scheme was delivered on March 11, 2026.
Rationale for Consolidation
The rationale supporting the amalgamation centers on achieving structural simplification, as the Transferor Company is a wholly-owned subsidiary engaged in similar automotive sector business lines. Key objectives cited include:
- Simplification of the corporate structure by eliminating multiple entities under a single focused management team.
- Accelerating growth and expansion through the Transferee Company.
- Achieving cost reduction by eliminating duplication of administrative expenses and overheads.
- Enhancing efficiency, integration, and flexibility across the combined business operations.
Key Procedural Highlights
The Tribunal noted that the First Motion Order, passed on July 28, 2025, dispensed with convening meetings for shareholders and creditors of both companies because:
- 100% of equity shareholders of the Transferor Company consented to the Scheme.
- Unsecured creditors of the Transferor Company also provided their consent under Section 230(9) of the Companies Act, 2013.
- The Transferee Company confirmed no variation in shareholder rights post-amalgamation and maintained a positive net worth.
Statutory Observations and Tribunal Directives
The Tribunal considered the reports from the Registrar of Companies (RoC)/Regional Director (RD), the Official Liquidator (OL), and the Income Tax Department. The OL and the Income Tax Department confirmed they had no objections to the proposed Scheme, subject to fulfillment of conditions.
The NCLT order included several directions to the Petitioner Companies:
- The scheme shall be effective from the Appointed Date: 01.04.2024.
- All benefits, incentives, and concessions entitled to the Transferor Company shall stand transferred to the Transferee Company, along with associated obligations.
- All contracts, properties, rights, and liabilities (including contingent liabilities) of the Transferor Company stand transferred and vested in Lumax Auto Technologies Limited.
- All employees of the Transferor Company are deemed transferred to the Transferee Company, ensuring no less favourable terms of service or benefits.
- The Transferee Company is liable for all tax implications, but the amalgamation will not entitle it to any tax benefit on account of losses suffered by the Transferor Company.
- Certified copies of the order must be delivered to the Registrar of Companies within 30 days for registration.
The Company Petition (69/ND/2025) for the Scheme of Amalgamation is hereby allowed and disposed of in terms of the order issued.
Source: BSE
