TVS group files scheme of amalgamation with NCLT

The $8.5-billion TVS Group has filed a composite scheme of amalgamation and arrangement involving its holding companies with the National Company Law Tribunal (NCLT), Chennai, the listed entities of the group said in filings on Thursday.

The scheme filed on Thursday involves amalgamation of T V Sundaram Iyengar & Sons (TVSS), Sundaram Industries (SIPL), Southern Roadways (SRW), collectively referred to as the TVS holding companies.

The group currently has over 50 companies, and the restructuring exercise is being undertaken to give each branch of the family complete ownership of the businesses they manage, while scrapping the holding companies. According to the new terms, the family has agreed to scrap cross-holdings. Meanwhile, share buyouts among family members have started .

The companies’ boards approved the scheme on January 30, according to the filing.

JM Financial acted as financial advisor and was assisted by Katalyst Advisors on various structuring aspects. HSB Partners and Saikrishna & Associates acted as legal advisors. Additionally, each branch of the family was represented by its independent advisors.

On December 10, the family members entered a memorandum of family arrangement, executed by those in the family who are shareholders of TVSS, SIPL, and SRW. The current shareholders of the TVS holding companies primarily consist of third and fourth generation family members of founder TV Sundaram Iyengar.

The restructuring will also involve nine listed companies, including TVS Motor, Sundaram Clayton, Sundaram Fasteners, TVS Electronics, and TVS Srichakra. However, this arrangement does not include Sundaram Finance as it has already been de-linked from the holding companies.