NCLT Sanctions Composite Scheme of Arrangement for Gabriel India Limited

NCLT Sanctions Composite Scheme of Arrangement for Gabriel India Limited​

The National Company Law Tribunal (NCLT), Mumbai Bench, sanctioned a Composite Scheme of Arrangement on May 11, 2026. This scheme involves a multi-part corporate restructuring affecting three key entities: Anchemco India Private Limited, Asia Investments Private Limited, and Gabriel India Limited.

The Scheme encompasses two primary transactions: the amalgamation of Anchemco India Private Limited (formerly known as Andasia Private Limited) into Asia Investments Private Limited, and the subsequent demerger of a specified undertaking from Asia Investments Private Limited into Gabriel India Limited.

Details of the Corporate Restructuring​

The process is structured to redefine the corporate landscape of the involved parties.

Anchemco India Private Limited is designated as the Transferor Company. Asia Investments Private Limited acts as the Transferee Company for Part C of the Scheme and the Demerged Company for Part D. Gabriel India Limited is designated as the Resulting Company.

Gabriel India Limited, incorporated on February 24, 1961, is currently engaged in the manufacture and distribution of ride control products for the automotive industry. Asia Investments Private Limited, established on January 25, 1966, focuses on investments in subsidiaries, joint ventures, and providing management advisory services. Anchemco India Private Limited, incorporated on December 17, 2022, manufactures and supplies goods including brake fluids, radiator coolants, and adhesives.

Scope and Rationale of the Scheme​

The proposed Scheme aims to strategically reposition Gabriel India Limited as a diversified mobility solutions provider by rationalizing the overall corporate structure. The amalgamation of Anchemco India Private Limited into Asia Investments Private Limited, followed by the demerger into Gabriel India Limited, is expected to yield several key benefits.

These benefits include consolidating the business of the Demerged Undertaking, which covers automotive components and products such as Drive Train products (including transmissions for EVs), Body in White and NVH Products and solutions, and specialized fluids like brake fluids and radiator coolants. This expansion aims to transform Gabriel India Limited from a mono-product suspension company into a diversified, technology-driven mobility solutions provider.

Other stated benefits include optimizing the third applicant company's supply chain, establishing a preferred global Original Equipment Manufacturer (OEM) partner status, and streamlining cash flow management by eliminating intra-group transactions.

Consideration and Demerged Undertaking​

The consideration detailed for the Scheme involves the following exchange:


The Demerged Undertaking is defined as the business undertaking engaged in automobile products related to the Demerged Company. This undertaking includes assets and liabilities, intellectual property rights, and specific investments in Dana Anand India Private Limited, Henkel Anand India Private Limited, and Anand CY Myutec Automotive Private Limited.

Effective Dates​

The Board of Directors of the petitioner companies approved the Scheme during meetings held on June 30, 2025. The Scheme specifies two appointed dates:

• Appointed Date 1: April 1, 2025
• Appointed Date 2: April 1, 2026

The NCLT sanctioned the Scheme, declaring it binding on all petitioner companies, their shareholders, creditors, and stakeholders. The company is awaiting the certified copy of the Order from the NCLT to take the necessary steps to make the Scheme effective.

GABRIEL Stock Price Movement​

Gabriel India Limited shares today slipped by 0.34% to settle at ₹1125.1. The equity saw a substantial volume of 257,566 shares traded during the session.