ORDER

PER: MANNI SANKARIAH SHANMUGA SUNDARAM, MEMBER (JUDICIAL)

1. This is a first motion application jointly filed by the applicant companies herein namely M/s Gupta Fincaps Private Limited (hereinafter referred to as Transferor Company No. 1/Applicant Company No. 1), M/s Urvashi Finvest Private Limited (hereinafter referred to as Transferor Company No. 2/Applicant Company No. 2), M/s Dynamo Infracon Private Limited (hereinafter referred to as Transferor Company No. 6/Applicant Company No. 3) with M/s Nimbus Projects Limited (hereinafter referred to as Transferee Company/Applicant Company No. 4) under sections 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 between the applicants.

2. Affidavits in support of the above application sworn by Mr. Prabhat Kumar Srivastava on behalf of Applicant Company No. 1 and 2, Mr. Gopal Tayal on behalf of Applicant Company No. 3 and Mr. Bipin Agarwal on behalf of Applicant Company No. 4, Authorized Signatory, is filed. It is also represented that the registered office of all the applicant companies is under the domain of Registrar of Companies, NCT of New Delhi & Haryana and within the territorial jurisdiction of this Tribunal.

3. It is submitted that the Transferor Company No. 1/Applicant Company No. 1 i.e., M/s Gupta Fincaps Private Limited was incorporated on 8th May, 1996, under the provisions of the Companies Act, 1956 bearing CIN: U67120DL1996PTC235090, having its registered office at G-52B, 1st Floor, G-55 Royal Palace, Vikas Marg, Laxmi Nagar, Delhi-110092. The Transferor Company l is engaged in the business of non-banking finance service activities. The Transferor Company 1 is a Non-Banking Financial Company (NBFC) registered with RBI vide certificate of registration B-14.03272. The Authorized Share Capital of the Transferor Company No. 1/Applicant Company No. 1 is Rs. 10,00,00,000/- divided into 1,00,00,000 Equity Shares of Rs. 10/- each. The Issued Share Capital of the Transferor Company No. 1/Applicant Company No. 1 is Rs. 9,53,96,700/- divided into 95,39,670 Equity Shares of Rs. 10/ each and the Subscribed and Paid-up Share Capital of the Applicant Company No. 1 is Rs. 9,39,35,100/- divided into 93,93,520 Equity Shares of Rs. 10/- each. 4. It is submitted that the Transferor Company No. 2/Applicant Company No. 2 i.e., M/s Urvashi Finvest Private Limited was incorporated on 9th July, 1996, under the provisions of the Companies Act, 1956 bearing CIN: U67I20DL1996PTC080203, having its registered office at G-52B, 1st Floor, G-55 Royal Palace, Vikas Marg, Laxmi Nagar, Delhi-110092. The Transferor Company No. 2 is engaged in the business of non-banking finance service activities. The Transferor Company No. 2 is a Non-Banking Financial Company (NBFC) registered with RBI vide certificate of registration B-14.02300. The Authorized Share Capital of the Transferor Company No.

2/Applicant Company No. 2 is Rs. 10,50,00,000/- divided into 1,05,00,000 Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of the Applicant Company No. 2 is Rs. 9,27,25,000/- divided into 92,72,500 Equity Shares of Rs. 10/- each. 5. It is submitted that the Transferor Company No. 6/Applicant Company No. 3 i.e., M/s Dynamo Infracon Private Limited was incorporated on 11th July, 2008, under the provisions of the Companies Act, 1956 bearing CIN: U45400DL2008PTC341500, having its registered office at I09, Vikasdeep Building, District Centre, Laxmi Nagar, East Delhi - 110092. The Transferor Company No. 6 is engaged in the business of investment of securities. The Authorized Share Capital of the Transferor Company No. 6/Applicant Company No. 3 is Rs. 5,00,000/- divided into 50,000 Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of the Applicant