NATIONAL COMPANY LAW TRIBUNAL

(An Application filed under Section 230-232 of the Companies Act, 2013, read with Companies (Compromises, Arrangements, and Amalgamations) Rules,

2016)

In the matter of the Scheme of Arrangement between:

PKF FINANCE LIMITED

Through its Authorised Representative

With its registered office at: First Floor, Balbir Tower,

Namdev Chowk, GT Road, Jalandhar City, Punjab

PAN: AAACP8820A

…Transferor Company No. 1/Applicant Company No.1

And

PUNJAB KASHMIR FINANCE LIMITED

through its Authorised Representative - Mr. Rakshat Goyal

with its registered office at: First Floor, Balbir Tower,

Namdev Chowk, GT Road, Jalandhar City, Punjab

PAN: AAACP8819R

...Transferee Company/Applicant Company No.2

Order delivered on: 25.09.2025

Coram: KHETRABASI BISWAL, MEMBER (JUDICIAL)

KAUSHELNDRA KUMAR SINGH, MEMBER (TECHNICAL)

Present:

For the Applicant Company : Mr. Yash Pal Gupta, Advocate

ORDER

1. This joint company Application is filed by the Applicant Companies namely; PKF Finance Limited (hereinafter referred to as Transferor Company/Applicant Company No.1), and Punjab Kashmir Finance Limited (hereinafter referred to as Transferee Company/Applicant Company No.2) under section 230-232 of the Companies Act, 2013 (hereinafter referred to as ‘Act’), read with Companies (Compromise, Arrangements, and Amalgamations) Rules, 2016, seeking to convene the meetings through Video-Conferencing of Equity Shareholders, Preference Shareholders, Secured Creditors, Un-Secured Creditors, Depositors and Debenture-holders of both the Applicant Companies for considering and approving with or without modification, a composite scheme of Amalgamation (hereinafter referred as “Scheme”) The copy of the Scheme is annexed as Annexure A-1 to the Application.

2. The facts of the case, as stated in the Application, are summarised below:

(i) The Transferor Company was incorporated on 11th March, 1994, under the provisions of the Act. The Transferor company holds a valid NBFC Registration Certificate issued by the Reserve Bank of India, enabling it to commence and carry on its non-banking financial activities. The main objects of the Transferor Company, as set out in the Memorandum of Association, are, inter alia, as under:

a. To carry on and undertake the business of finance, investments and hire-purchase, leasing, chartering, renting, repairing and to finance, lease, operations of all kinds, purchasing, selling, hiring or letting on hire all kinds of vehicles, motor cars, jeeps, buses, trucks, light trucks and medical equipments all kinds of plants, machinery and equipments for manufacturing drugs, pharmaceuticals industry, agricultural chemicals, fertilizers, petrochemicals, industrial chemicals or any mixtures derivatives and compounds thereof and any kind or medicinal preparations for human and/or animal health care, D.G. Sets, data processing equipments and activity, aeroplanes, sea planes, ships, boats, vessels, trawlers, bargers, tugs, dredgers, steamers, launches, mechanised sailing vessels and other transport and conveyance and tanks, ponds, wells, reservoirs, lakes, godowns, stores, warehouses, lands, buildings, tenements, structures, components, spare parts, tools, equipments, instruments and appliances for all mechanical electrical, metallurgical, agricultural, constructional, engineering and other industries or any other equipment or assets that the Company may think fit.

b. To borrow or receive money on deposit (but not as banking business) either with or without security or secured debentures, debenture stock (perpetual or otherwise) mortgage or other security charged on the undertaking or on all or any of the asset of the Company including its uncalled capital by a trust deed or any other assurance on such terms and conditions otherwise to any Company. Partnership, association or persons and deposit money on interest or otherwise in any other form with any firm, corporation or persons the Directors may think fit and to open accounts. Over drafts, cash credits and