402

IN THE NATIONAL COMPANY LAW TRIBUNAL

DIVISION BENCH–I, CHENNAI

ATTENDANCE CUM ORDER SHEET OF THE HEARING

HELD ON 05.12.2025 THROUGH VIDEO CONFERENCING

---------------------------------------------------------------------------------------------------------------

CORAM: HON’BLE SHRI. SANJIV JAIN, MEMBER (JUDICIAL)

HON’BLE SHRI. VENKATARAMAN SUBRAMANIAM, MEMBER (TECHNICAL

----------------------------------------------------------------------------------------------------------------

APPLICATION NUMBER :

PETITION NUMBER : CA(CAA)/79(CHE)/2025

NAME OF THE PETITIONER(S) : Sundaram Auto Components Ltd.

NAME OF THE RESPONDENT(S) :

UNDER SECTION : Sec 230-232 of CA, 2013

----------------------------------------------------------------------------------------------------------------

ORDER IN THE NATIONAL COMPANY LAW TRIBUNAL, DIVISION BENCH - I, CHENNAI Under Sections 230 to 232 of the Companies Act, 2013 In the matter of Scheme of Amalgamation between Sundaram Auto Components Limited Having its registered office at:

Present: Shri. Pawan Jhabakh, Ld. Counsel for the Applicant.

Vide separate order pronounced in the Open Court, application is allowed.

Meetings are dispensed with.

Sd/- Sd/-

VENKATARAMAN SUBRAMANIAM SANJIV JAIN MEMBER (TECHNICAL) MEMBER (JUDICIAL)

VS

Date: 05.12.2025

No. 12, Khader Nawaz Khan Road, Nungambakkam, Chennai 600 006, Tamil Nadu, India.

… 1st Applicant / Transferor Company TVS Motor Company Limited Having its registered office at:

No. 12, Khader Nawaz Khan Road, Nungambakkam, Chennai 600 006, Tamil Nadu, India.

.… Non-Applicant/ Transferee Company Order Pronounced on 5th December, 2025 CORAM SANJIV JAIN, MEMBER (JUDICIAL)

VENKATARAMAN SUBRAMANIAM, MEMBER (TECHNICAL)

For Applicant(s): Mr. Pawan Jhabak, Advocate ORDER

1. This is a Company Application Viz., CA(CAA)/79(CHE)/2025 filed by the Company, namely Sundaram Auto Components Limited (for brevity “Transferor Company”) and TVS Motor Company Limited (for brevity “Transferee Company”) and its Shareholders under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the “SCHEME”) proposed by the Companies herein with its Shareholders. The Scheme is appended as “Annexure A1” at Page No.39-60 of the Application Typeset.

2. The Companies in this Company Application have sought for the following reliefs;

3. The RATIONALE OF THE SCHEME is as under:

(i) Streamlining of the corporate structure and consolidation of assets and liabilities of the Transferor Company with the Transferee Company, leading to synergies of operations and resulting in the expansion and long-term sustainable growth, which will enhance value for various stakeholders of the Transferee Company;

(ii) Simplification of corporate structure by reducing the multiplicity of legal and regulatory compliances through rationalization;

(iii) Reduction of administrative responsibilities, multiplicity of records and legal and regulatory compliances, cost savings and elimination of duplicate expenses;

and (iv) Achieve optimal and efficient utilization of capital, enhance operational and management efficiencies.

4. It is stated that the (i) The Transferor Company viz., Sundaram Auto Components Limited is a public unlisted company incorporated under the provisions of the Companies Act 1956 having corporate identity number U29249TN1992PLC051417. The Transferor Company is primarily engaged in the business of manufacturing injection moulded plastics components and assemblies for different application areas in automotive segment and non- automotive applications. The Authorised/Issued/Subscribed and Paid up share capital of the Transferor Company as on 30.06.2025 are as follows The summary of the latest financial position of the Applicant/Transferor Company as on 30.06.2025, as per the latest financial statements is provided below:

The Applicant / Transferor Compa