NE BUSINESS BUREAU
NEW DELHI, FEB 11
TVS group has filed a composite scheme of amalgamation and arrangement with the National Company Law Tribunal (NCLT), Chennai bench on Thursday, to implement a family arrangement reached last December aimed at aligning and synchronising ownership of various group firms.
The scheme involves T V Sundram Iyengar & Sons Pvt Ltd (TVSS), Sundaram Industries Pvt Ltd (SIPL), and Southern Roadways Pvt Ltd (SRW) collectively referred to as the TVS Holding Companies and certain companies belonging to branches of the TVS family, the group said in a statement.
The scheme envisages the amalgamation of SIPL and SRW into TVSS, and movement of various business undertakings, including shares in various companies to the respective companies of the relevant branches of the TVS family, it added.
Under the arrangement, “ownership of the business undertakings, including shares in the companies, managed by a particular branch of the TVS family hitherto vests with companies in which such branch holds a majority of the equity shares”, it added.
The scheme was approved by the board of directors of the relevant companies involved and TVS Holding companies on January 30, 2021, the statement said.
It will, however, be subject to necessary approvals, including relevant regulatory authorities such as NCLT and relevant competition authorities, it added.
In December last year, TVS Motor Company Chairman and MD Venu Srinivasan had said, “With the passage of time, various members of the TVS family felt that the ownership of shares in various companies/businesses should align and synchronise with the management of the respective companies, as is currently being done.”
He had said this while announcing the agreement by the TVS family members to the terms of a memorandum of family arrangement.
The present shareholders of the TVS holding companies primarily consist of the third and fourth generations of founder TV Sundaram Iyengar. Currently, various businesses and entities of the group have been traditionally managed by members of the different branches of the TVS family.
Srinivasan, however, stated that TVS Motor Company is not a party to the arrangement.
“Therefore, we do not expect this arrangement to affect the management and functioning of the company in any way…and we expect to continue business in the ordinary course without impacting any of the stakeholders,” he had said.
The Scheme will be subject to necessary approvals including relevant regulatory authorities including NCLT, competition authorities (as applicable), and necessary corporate approvals and filings with the registrar of companies etc.
JM Financial Limited acted as financial advisor and was assisted by Katalyst Advisors on various structuring aspects. HSB Partners and Saikrishna & Associates acted as legal advisors. Furthermore, each branch of the TVS family was also represented by their independent advisors, the statement added.
Founded in 1911 in Tamil Nadu by TV Sundram Iyengar, the TVS Group has its genesis as a rural transport service operator. Currently, with a turnover of more than USD 6.5 billion, it is one of the leading players in the automobile and auto components space.
With over 50 companies, the group operates in diverse fields ranging from two-wheeler and automotive component manufacturing to automotive dealerships, finance and electronics.
