NCLT Chennai Clears Path for Ford Group Merger: Key Directions on Stakeholder Meetings Under Sections 230–232 of the Companies Act, 2013
Background and Overview of the Proceedings
The National Company Law Tribunal (NCLT), Chennai Bench, recently took up and disposed of company applications filed jointly by two entities belonging to the Ford Group — Ford Motor Private Limited, functioning as the Transferor Company, and Ford India Private Limited, functioning as the Transferee Company. Both entities approached the Tribunal seeking procedural directions pertaining to a proposed Scheme of Arrangement (Amalgamation) under Sections 230 to 232 of the Companies Act, 2013, read alongside the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
The proposed Scheme contemplates the merger of the Transferor Company into the Transferee Company as a going concern, with the Transferor Company set to be dissolved — without undergoing formal winding up — once the Scheme attains effectiveness. The Tribunal allowed both the primary company application as well as the interlocutory application filed in connection with the venue for the Transferee Company's creditor meeting.
Profile of the Applicant Companies
Ford Motor Private Limited — Transferor Company
Ford Motor Private Limited holds CIN U74120TN1998PTC041070 and was incorporated on 2nd September 1998 under the Companies Act, 1956. Its registered office is situated at Plot No. 13, 15 and 16, Survey No. 602/3, ELCOT SEZ Sholinganallur, Kancheepuram, Chennai – 600119, Tamil Nadu.
**Share Capital Structure (as on 31.12.2025)😗*
| Particulars | Amount (₹) |
|---|---|
| Authorised Share Capital | 10,00,00,000 |
| Issued, Subscribed & Paid-up (64,34,960 equity shares of ₹10 each) | 6,43,49,600 |
**Financial Summary (Audited Balance Sheet as on 31.03.2025)😗*
| Particulars | Amount (₹ in Lakhs) |
|---|---|
| Net Worth | 39,51,06 |
| Revenue from Operations | 43,21,93 |
| Secured Creditors | Nil |
| Unsecured Creditors | 2,62,27.42 |
The Memorandum of Association of the Transferor Company authorises it to carry on activities spanning accounting services, IT and IT-enabled services, BPO/KPO/LPO operations, ERP and CRM solutions, internet and network services, and other allied business functions. Clause III(B)(3) of its Memorandum specifically empowers the company to enter into amalgamations.
Ford India Private Limited — Transferee Company
Ford India Private Limited holds CIN U34103TN2000PTC045537 and was incorporated under the Companies Act, 1956. Although its registered office was originally located in Maharashtra, it was subsequently relocated to Tamil Nadu pursuant to an order dated 8th March 2000 passed by the Company Law Board, Western Region Bench, Mumbai. The current registered office is at S.P. Koil Post, Chengalpattu, Kancheepuram, Tamil Nadu – 603204.
**Share Capital Structure (as on 31.12.2025)😗*
| Particulars | Amount (₹) |
|---|---|
| Authorised Share Capital (Equity + Preference) | 2,45,00,00,00,000 |
| Issued, Subscribed & Paid-up (1,48,23,00,000 equity shares of ₹100 each) | 1,48,23,00,00,000 |
**Financial Summary (Audited Balance Sheet as on 31.03.2025)😗*
| Particulars | Amount (₹ in Lakhs) |
|---|---|
| Net Worth | 31,01,53 |
| Revenue from Operations | 49,95,45 |
| Secured Creditors | Nil |
| Unsecured Creditors | 10,37,33.25 |
The Transferee Company's principal objects include manufacturing and dealing in motor vehicles, automobile components and accessories, R&D activities for automotive product development, and operating e-commerce platforms for automobile-related commerce. Clause III(B)(3) of its Memorandum of Association similarly authorises amalgamation with other entities.
Board Approvals and Appointed Date
The Board of Directors of both applicant companies formally approved the proposed Scheme at their respective meetings:
- **Transferor Company (Ford Motor Private Limited)😗* Board approval granted on 5th March 2026
- **Transferee Company (Ford India Private Limited)😗* Board approval granted on 10th March 2026
The Scheme designates 1st April 2026 as the Appointed Date, or such alternative date as the Tribunal may determine. Upon the Scheme becoming effective, all assets, liabilities, undertakings, contracts, and employees of the Transferor Company shall stand transferred to and vest in the Transferee Company.