Tribunal can sanction amalgamation schemes if aligned with statutory requirements and in the interests of stakeholders, not interfering with corporate decisions.

ORDER

PER: SUBRATA KUMAR DASH, MEMBER (TECHNICAL)

1. The present Joint Petition is filed by the Petitioner Companies herein M/s Purvi Credit And Holdings Private Limited (Transferor Company No. 1/Petitioner No.1), M/s VRB Fin Stock Private Limited (Transferor Company No. 2/Petitioner No.2), M/s Intime Vinimay Private Limited (Transferor Company No. 3/Petitioner No.3), and M/s VRB Financial Services Private Limited (Transferee Company/Petitioner No.4) under Section 230 -232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and the National Company Law Tribunal Rules, 2016, for the purpose of the Sanction of the proposed Scheme of Amalgamation of the Transferor Companies with VRB Financial Services Private Limited (Transferee Company/Petitioner No. 4). The copy of the Scheme of Amalgamation (hereinafter referred as the “Scheme”), has been placed on record.

2. The Transferor Company No. 1/Petitioner No. 1 i.e M/s Purvi Credit And Holdings Private Limited is a private limited company incorporated on 20.02.1991 under the provisions of the Companies Act, 1956 vide CIN: U74899DL1991PTC043174, having its registered office situated at B-50, Sarita Vihar, New Delhi-110076, India. Thus, the registered office of the Transferor Company No.1 is under the jurisdiction of this Tribunal. The Authorized Share Capital of the Applicant Company No. 1/Transferor Company is Rs. 1,50,00,000/- divided into 15,00,000 Equity Shares of Rs. 10/- each. The present issued, subscribed and paid-up share capital of the Company is Rs. 1,34,49,200/- divided into 13,44,920 Equity Shares of Rs. 10/- each fully paid up.

3. The Transferor Company No. 2/Petitioner No. 2 i.e M/s VRB Fin Stock Private Limited is a private limited company incorporated on 07.02.1996 under the provisions of the Companies Act, 1956 vide CIN: U67120DL1996PTC076116, having its registered office situated at B-50, Sarita Vihar, New Delhi-110076, India. Thus, the registered office of the Transferor Company is under the jurisdiction of this Tribunal. The Authorized Share Capital of the Applicant Company No. 2/Transferor Company is Rs. 50,00,000/- divided into 5,00,000 Equity shares of Rs. 10/- each. The present issued, subscribed and paid-up share capital of the Company is Rs. 35,95,000/- divided into 3,59,500 Equity Shares of Rs.10/- each fully paid up.

4. The Transferor Company No. 3/Petitioner No. 3 i.e M/s Intime Vinimay Private Limited is a private limited company incorporated on 27.05.2009 under the provisions of the Companies Act, 1956 vide CIN: U51909DL2009PTC308703, having its registered office situated at D-1O-A, Ganesh Nagar, Pandav Nagar Complex, Delhi- 110092, India. Thus, the registered office of the Transferor Company is under the jurisdiction of this Tribunal. The Authorized Share Capital of the Applicant Company No. 3/Transferor Company is Rs. 10,00,000/- divided into 1,00,000 Equity shares of Rs. 10/- each. The present issued and subscribed capital of the Company is Rs. 7,50,000/- divided into 75,000 Equity Shares of Rs.10/- each. The present paid-up capital of the Company is Rs. 1,00,000/- divided into 10,000/- Equity Shares of Rs.10/- each fully paid up; and Rs. 3,25,000/- divided into 65,000 Forfeited Equity Shares of Rs. 10/- each (Partly Paid Rs. 5/- each).

5. The Transferee Company/ Petitioner Company No. 4 i.e. M/s VRB Financial Services Private Limited is a private limited company incorporated on 15.01.1983 under the provisions of the Companies Act, 1956 vide CIN: U65993DL1983PTC015012, having its registered office at B-50, Sarita Vihar, New Delhi- 110076, India. Thus, the registered office of the Transferee Company is under the jurisdiction of this Tr