NCLT Mumbai Bench Sanctions Composite Scheme of Arrangement Involving Amalgamation and Demerger into Gabriel India Limited
May 11, 2026
The NCLT Mumbai Bench, vide its order dated May 11, 2026, sanctioned the Composite Scheme of Arrangement involving the amalgamation of Anchemco India Private Limited with Asia Investments Private Limited and the demerger of the Demerged Undertaking into Gabriel India Limited under Sections 230 to 232 of the Companies Act, 2013. The scheme, approved by the boards on June 30, 2025, carries Appointed Date 1 as April 1, 2025 and Appointed Date 2 as April 1, 2026, with a share exchange ratio of 1158 equity shares of Rs. 1 each of Gabriel India for every 1000 equity shares of Rs. 10 each held in Asia Investments Private Limited. The scheme aims to transform Gabriel India from a mono-product suspension company into a diversified, technology-driven mobility solutions provider. Gabriel India is awaiting the certified copy of the order to proceed with requisite filings to make the scheme effective.
Gabriel India Limited has received a significant regulatory milestone as the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, vide its order dated May 11, 2026, sanctioned the Composite Scheme of Arrangement involving the amalgamation of Anchemco India Private Limited (formerly known as Andasia Private Limited) with and into Asia Investments Private Limited, and the subsequent demerger of the Demerged Undertaking of Asia Investments Private Limited into Gabriel India Limited. The order was pronounced under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
Structure of the Composite Scheme
The scheme involves three petitioner companies operating under a defined corporate hierarchy. The key details of the scheme structure are outlined below:
Parameter: Details Transferor Company: Anchemco India Private Limited (formerly Andasia Private Limited) Transferee / Demerged Company: Asia Investments Private Limited Resulting Company: Gabriel India Limited Appointed Date 1: April 1, 2025 Appointed Date 2: April 1, 2026 NCLT Order Date: May 11, 2026 Case Reference: CP (CAA) No. 36/MB/2026 in CA (CAA) No. 281/MB/2025
The Board of Directors of the Petitioner Companies approved the scheme in their respective meetings held on June 30, 2025. The Company Scheme Application was filed on December 15, 2025, within one year of the Appointed Date, in compliance with the applicable requirements of General Circular No. 9/2019 dated August 21, 2019, issued by the Ministry of Corporate Affairs.
Share Entitlement Ratio
Upon the scheme coming into effect, equity shareholders of the Demerged Company (Asia Investments Private Limited) whose names appear in the Register of Members on the Record Date shall be issued and allotted equity shares of Gabriel India Limited as per the following consideration:
Metric: Details Share Exchange Ratio: 1158 fully paid equity shares of Rs. 1 each of Resulting Company For Every: 1000 equity shares of Rs. 10 each held in the Demerged Company
Business Profile of the Petitioner Companies
Each of the three petitioner companies brings a distinct business profile to the scheme:
Anchemco India Private Limited (First Petitioner): Incorporated on December 17, 2022, engaged in the manufacture and supply of brake fluids, radiator coolants, diesel exhaust fluids (DEF) / Ad-Blue, and products including Polyurethane (PU) and Polyvinyl Chloride (PVC) adhesives primarily for filtration products and sound insulation applications.
Asia Investments Private Limited (Second Petitioner): Incorporated on January 25, 1966, engaged in the business of making investments in subsidiaries/joint ventures and providing management advisory services.
Gabriel India Limited (Third Petitioner): Incorporated on February 24, 1961, engaged in the manufacture and distribution of ride control products catering to all segments in the automotive industry.
Rationale and Strategic Benefits of the Scheme
The scheme is designed to strategically reposition Gabriel India as a diversified mobility solutions provider by rationalizing the corporate structure and enhancing stakeholder value. The key strategic benefits cited in the NCLT order include:
Consolidate automotive components and products — including Drive Train products (transmissions for EVs), Body in White and NVH products and solutions, brass and steel synchroniser rings, aluminium forgings, brake fluids, radiator coolants, diesel exhaust fluids (DEF) / Ad-Blue for 2W, 3W and 4W vehicles and trucks, and PU and PVC based adhesives — into Gabriel India, transforming it from a mono-product suspension company into a diversified, technology-driven mobility solutions provider.
Optimize supply chain, enhance marketing strategies, and strengthen customer relationships.
Position Gabriel India as a preferred global OEM partner, delivering platform flexibility aligned with future industry needs.
Enhance presence in foreign markets, specifically the US and European markets, and attract capital for future growth and development of new technologies.
Eliminate intra-group transactions and consequent cash flow blockages, resulting in streamlined cash flow management and efficient utilization of capital.
Rationalize corporate structure and reduce shareholding tiers.
Create substantial value for stakeholders through EPS accretion.
Achieve cost efficiencies through economies of scale and savings of administration and other costs associated with managing separate entities.
Regulatory Compliance and NCLT Observations
The NCLT noted that all requisite statutory compliances have been fulfilled by the Petitioner Companies. BSE Limited and National Stock Exchange of India Limited granted their no adverse observation to the proposed scheme vide letters dated November 8, 2025 and November 17, 2025 respectively, following an application filed on July 8, 2025 under Regulation 37 of the SEBI LODR. The Official Liquidator, High Court, Bombay, in its Report dated April 22, 2026, stated that the affairs of the Transferor Company have not been conducted in a manner prejudicial to the interest of its creditors or to public interest. No objections were received from any other statutory or regulatory authority, and the scheme was deemed unopposed.
The Petitioner Companies are directed to file a copy of the NCLT order along with the Scheme of Arrangement with the concerned Registrar of Companies electronically in E-Form INC-28 within 30 days from the date of receipt of the order. Gabriel India has stated that it is awaiting the certified copy of the order from the NCLT, upon receipt of which it will take appropriate steps and carry out requisite filings with relevant authorities to make the scheme effective in accordance with its terms.
Gabriel India Limited has announced the successful passage of a Special Resolution for the re-appointment of Mrs. Pallavi Joshi Bakhru (DIN: 01526618) as an Independent Director of the company for a second term of five consecutive years, effective May 26, 2026 to May 25, 2031 (both days inclusive). The resolution was conducted through a postal ballot process initiated via a notice dated February 03, 2026, and is deemed to have been passed on May 09, 2026, the last date specified for e-voting. The company communicated the voting results to BSE Limited and the National Stock Exchange of India Limited in compliance with Regulation 30 and 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Postal Ballot Process and Timeline
The postal ballot notice dated February 03, 2026, along with the explanatory statement, was dispatched electronically to shareholders whose e-mail addresses were registered with the company, its Registrar and Share Transfer Agent, or Depositories, as on the cut-off date of April 03, 2026. The details of the special business were published in Business Standard (English Edition) and Loksatta (Marathi Edition) on April 10, 2026. The remote e-voting facility was provided by KFin Technologies Limited, Hyderabad, through its platform at https://evoting.kfintech.com/ .
The voting period commenced on Friday, April 10, 2026 at 09:00 A.M. (IST) and concluded on Saturday, May 09, 2026 at 05:00 P.M. (IST). Only votes received up to the closing time were considered valid for scrutiny.
Voting Results Summary
The scrutinizer's report, prepared by CS Savita Jyoti of Savita Jyoti Associates (FCS No.: 3738, CP No.: 1796), confirmed that the Special Resolution was passed with requisite majority, as the votes cast in favour exceeded three times the votes cast against. The following table summarises the overall voting outcome:
Metric: Details Resolution Type: Special Resolution Total Shares on Record Date: 1,43,643,940 Total Votes Polled: 1,09,475,460 % of Votes Polled on Outstanding Shares: 76.2131% Total Votes in Favour: 1,00,580,656 Total Votes Against: 88,94,804 % of Votes in Favour (of votes polled): 91.8751% % of Votes Against (of votes polled): 8.1249%
Detailed Voting Breakdown by Category
The voting participation and outcome varied across shareholder categories. The table below presents the category-wise e-voting details:
Category: Shares Held Votes Polled % Polled Votes in Favour Votes Against % in Favour % Against Promoter & Promoter Group (E-Voting): 7,90,42,417 7,90,04,167 99.9516% 7,90,04,167 0 100.0000% 0.0000% Public – Institutions (E-Voting): 3,30,17,392 3,01,14,298 91.2074% 2,12,21,462 88,92,836 70.4697% 29.5302% Public – Non Institutions (E-Voting): 3,15,84,131 3,56,995 1.1303% 3,55,027 1,968 99.4487% 0.5512% Total: 14,36,43,940 10,94,75,460 76.2131% 10,05,80,656 88,94,804 91.8751% 8.1249%
Favour, Against, and Abstain Votes
The scrutinizer's report also provided a member-wise breakdown of voting preferences for the Special Resolution:
Voted in Favour:
No. of Members Votes Cast in Favour % of Total Valid Votes Cast 371 10,05,80,656 91.88%
Voted Against:
No. of Members Votes Cast Against % of Total Valid Votes Cast 132 88,94,804 8.12%
Invalid & Abstain Votes:
Members with Abstained Votes Total Votes Cast by Them 2 52
Resolution Outcome and Compliance
CS Savita Jyoti confirmed in the scrutinizer's report that the Special Resolution as set forth in the Postal Ballot Notice dated February 03, 2026 has been passed by the members with requisite majority, and is deemed passed on May 09, 2026. The promoter and promoter group were not interested in the agenda or resolution. The results have been communicated to BSE Limited and the National Stock Exchange of India Limited, and will be displayed on the company's website at https://www.anandgroupindia.com/gabrielindia and on the KFin Technologies Limited e-voting portal. The company's total number of shareholders on the record date of April 03, 2026 stood at 1,46,183.
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The data and information provided on this website is for general informational and research purposes only. While we strive to ensure that the content is accurate, up-to-date, and reliable, this platform utilizes artificial intelligence (AI) tools to generate, curate, and summarize information. As such, the content may occasionally contain errors, omissions, or outdated information. All users are therefore advised to cross verify the source of the data and information.
This website does not constitute professional, legal, financial, medical, or any other form of licensed advice. Users are encouraged to independently verify any information before relying on it, especially for decisions that may have legal, financial, or personal consequences.
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Structure of the Composite Scheme
The scheme involves three petitioner companies operating under a defined corporate hierarchy. The key details of the scheme structure are outlined below:
Parameter: Details Transferor Company: Anchemco India Private Limited (formerly Andasia Private Limited) Transferee / Demerged Company: Asia Investments Private Limited Resulting Company: Gabriel India Limited Appointed Date 1: April 1, 2025 Appointed Date 2: April 1, 2026 NCLT Order Date: May 11, 2026 Case Reference: CP (CAA) No. 36/MB/2026 in CA (CAA) No. 281/MB/2025
The Board of Directors of the Petitioner Companies approved the scheme in their respective meetings held on June 30, 2025. The Company Scheme Application was filed on December 15, 2025, within one year of the Appointed Date, in compliance with the applicable requirements of General Circular No. 9/2019 dated August 21, 2019, issued by the Ministry of Corporate Affairs.
Share Entitlement Ratio
Upon the scheme coming into effect, equity shareholders of the Demerged Company (Asia Investments Private Limited) whose names appear in the Register of Members on the Record Date shall be issued and allotted equity shares of Gabriel India Limited as per the following consideration:
Metric: Details Share Exchange Ratio: 1158 fully paid equity shares of Rs. 1 each of Resulting Company For Every: 1000 equity shares of Rs. 10 each held in the Demerged Company
Business Profile of the Petitioner Companies
Each of the three petitioner companies brings a distinct business profile to the scheme:
Anchemco India Private Limited (First Petitioner): Incorporated on December 17, 2022, engaged in the manufacture and supply of brake fluids, radiator coolants, diesel exhaust fluids (DEF) / Ad-Blue, and products including Polyurethane (PU) and Polyvinyl Chloride (PVC) adhesives primarily for filtration products and sound insulation applications.
Asia Investments Private Limited (Second Petitioner): Incorporated on January 25, 1966, engaged in the business of making investments in subsidiaries/joint ventures and providing management advisory services.
Gabriel India Limited (Third Petitioner): Incorporated on February 24, 1961, engaged in the manufacture and distribution of ride control products catering to all segments in the automotive industry.
Rationale and Strategic Benefits of the Scheme
The scheme is designed to strategically reposition Gabriel India as a diversified mobility solutions provider by rationalizing the corporate structure and enhancing stakeholder value. The key strategic benefits cited in the NCLT order include:
Consolidate automotive components and products — including Drive Train products (transmissions for EVs), Body in White and NVH products and solutions, brass and steel synchroniser rings, aluminium forgings, brake fluids, radiator coolants, diesel exhaust fluids (DEF) / Ad-Blue for 2W, 3W and 4W vehicles and trucks, and PU and PVC based adhesives — into Gabriel India, transforming it from a mono-product suspension company into a diversified, technology-driven mobility solutions provider.
Optimize supply chain, enhance marketing strategies, and strengthen customer relationships.
Position Gabriel India as a preferred global OEM partner, delivering platform flexibility aligned with future industry needs.
Enhance presence in foreign markets, specifically the US and European markets, and attract capital for future growth and development of new technologies.
Eliminate intra-group transactions and consequent cash flow blockages, resulting in streamlined cash flow management and efficient utilization of capital.
Rationalize corporate structure and reduce shareholding tiers.
Create substantial value for stakeholders through EPS accretion.
Achieve cost efficiencies through economies of scale and savings of administration and other costs associated with managing separate entities.
Regulatory Compliance and NCLT Observations
The NCLT noted that all requisite statutory compliances have been fulfilled by the Petitioner Companies. BSE Limited and National Stock Exchange of India Limited granted their no adverse observation to the proposed scheme vide letters dated November 8, 2025 and November 17, 2025 respectively, following an application filed on July 8, 2025 under Regulation 37 of the SEBI LODR. The Official Liquidator, High Court, Bombay, in its Report dated April 22, 2026, stated that the affairs of the Transferor Company have not been conducted in a manner prejudicial to the interest of its creditors or to public interest. No objections were received from any other statutory or regulatory authority, and the scheme was deemed unopposed.
The Petitioner Companies are directed to file a copy of the NCLT order along with the Scheme of Arrangement with the concerned Registrar of Companies electronically in E-Form INC-28 within 30 days from the date of receipt of the order. Gabriel India has stated that it is awaiting the certified copy of the order from the NCLT, upon receipt of which it will take appropriate steps and carry out requisite filings with relevant authorities to make the scheme effective in accordance with its terms.
Gabriel India Limited has announced the successful passage of a Special Resolution for the re-appointment of Mrs. Pallavi Joshi Bakhru (DIN: 01526618) as an Independent Director of the company for a second term of five consecutive years, effective May 26, 2026 to May 25, 2031 (both days inclusive). The resolution was conducted through a postal ballot process initiated via a notice dated February 03, 2026, and is deemed to have been passed on May 09, 2026, the last date specified for e-voting. The company communicated the voting results to BSE Limited and the National Stock Exchange of India Limited in compliance with Regulation 30 and 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Postal Ballot Process and Timeline
The postal ballot notice dated February 03, 2026, along with the explanatory statement, was dispatched electronically to shareholders whose e-mail addresses were registered with the company, its Registrar and Share Transfer Agent, or Depositories, as on the cut-off date of April 03, 2026. The details of the special business were published in Business Standard (English Edition) and Loksatta (Marathi Edition) on April 10, 2026. The remote e-voting facility was provided by KFin Technologies Limited, Hyderabad, through its platform at https://evoting.kfintech.com/ .
The voting period commenced on Friday, April 10, 2026 at 09:00 A.M. (IST) and concluded on Saturday, May 09, 2026 at 05:00 P.M. (IST). Only votes received up to the closing time were considered valid for scrutiny.
Voting Results Summary
The scrutinizer's report, prepared by CS Savita Jyoti of Savita Jyoti Associates (FCS No.: 3738, CP No.: 1796), confirmed that the Special Resolution was passed with requisite majority, as the votes cast in favour exceeded three times the votes cast against. The following table summarises the overall voting outcome:
Metric: Details Resolution Type: Special Resolution Total Shares on Record Date: 1,43,643,940 Total Votes Polled: 1,09,475,460 % of Votes Polled on Outstanding Shares: 76.2131% Total Votes in Favour: 1,00,580,656 Total Votes Against: 88,94,804 % of Votes in Favour (of votes polled): 91.8751% % of Votes Against (of votes polled): 8.1249%
Detailed Voting Breakdown by Category
The voting participation and outcome varied across shareholder categories. The table below presents the category-wise e-voting details:
Category: Shares Held Votes Polled % Polled Votes in Favour Votes Against % in Favour % Against Promoter & Promoter Group (E-Voting): 7,90,42,417 7,90,04,167 99.9516% 7,90,04,167 0 100.0000% 0.0000% Public – Institutions (E-Voting): 3,30,17,392 3,01,14,298 91.2074% 2,12,21,462 88,92,836 70.4697% 29.5302% Public – Non Institutions (E-Voting): 3,15,84,131 3,56,995 1.1303% 3,55,027 1,968 99.4487% 0.5512% Total: 14,36,43,940 10,94,75,460 76.2131% 10,05,80,656 88,94,804 91.8751% 8.1249%
Favour, Against, and Abstain Votes
The scrutinizer's report also provided a member-wise breakdown of voting preferences for the Special Resolution:
Voted in Favour:
No. of Members Votes Cast in Favour % of Total Valid Votes Cast 371 10,05,80,656 91.88%
Voted Against:
No. of Members Votes Cast Against % of Total Valid Votes Cast 132 88,94,804 8.12%
Invalid & Abstain Votes:
Members with Abstained Votes Total Votes Cast by Them 2 52
Resolution Outcome and Compliance
CS Savita Jyoti confirmed in the scrutinizer's report that the Special Resolution as set forth in the Postal Ballot Notice dated February 03, 2026 has been passed by the members with requisite majority, and is deemed passed on May 09, 2026. The promoter and promoter group were not interested in the agenda or resolution. The results have been communicated to BSE Limited and the National Stock Exchange of India Limited, and will be displayed on the company's website at https://www.anandgroupindia.com/gabrielindia and on the KFin Technologies Limited e-voting portal. The company's total number of shareholders on the record date of April 03, 2026 stood at 1,46,183.
We’re building Scanx - to help you express your trading & investing idea, to help you analyse the markets better.
Stock Markets are the true indicator of the growth of any country's economy. We are bullish on India, we are bullish on India's prospects to be one of largest economies of the world. We believe that Stock Markets provide an unique opportunity for all Indians to participate in the growth story of India. We are enabling the same for Indians.
As financial services are becoming more accessible, there is now a large set of Indians today who are financially aware and literate. They value time and seek high quality products & services. Most screening, trading, investing platforms available today are more or less similar to each other, and they have not evolved with time. While both traders & investors have gotten smart about how they make money and build wealth, as users they have continued to use the same products, features, and platforms that were available for years with little or no innovation.
We plan to change that - a technology-led and artificial intelligence enabled platform built for super traders and long term investors.
Disclaimer:
The data and information provided on this website is for general informational and research purposes only. While we strive to ensure that the content is accurate, up-to-date, and reliable, this platform utilizes artificial intelligence (AI) tools to generate, curate, and summarize information. As such, the content may occasionally contain errors, omissions, or outdated information. All users are therefore advised to cross verify the source of the data and information.
This website does not constitute professional, legal, financial, medical, or any other form of licensed advice. Users are encouraged to independently verify any information before relying on it, especially for decisions that may have legal, financial, or personal consequences.
The views, analyses, and summaries presented on this platform may be generated or assisted by AI and do not necessarily reflect the opinions of the website owners, operators, editors, or affiliates.
We make no warranties or representations, express or implied, regarding the completeness, accuracy, reliability, suitability, or availability of the information contained on this website. Any reliance you place on such information is strictly at your own risk.
This website may include links to third-party sources or content. We do not control or endorse the nature, accuracy, or availability of those external sites and are not responsible for any content or damages arising from their use.
By using this website, you acknowledge and agree that the use of AI-generated content involves inherent limitations, uncertainties and inaccuracies, and you accept full responsibility for how you interpret and use the information provided.
We reserve the right to modify, update, or remove content and this disclaimer at any time without prior notice.