IN THE NATIONAL COMPANY LAW TRIBUNAL

DIVISION BENCH - II, CHENNAI

CA (CAA)/ 68(CHE)/ 2025

(Under Sections 230 to 232 of the Companies Act, 2013)

In the matter of Scheme of Amalgamation of Forge 2000 Private Limited and Axles

India Limited

FORGE 2000 PRIVATE LIMITED

No.67, Chamiers Road, Chennai,

Tamil Nadu, India – 600028

CIN: U51909TN2000PTC044441

… 1st Applicant Company

AXLES INDIA LIMITED

21, Patullos Road, Chennai,

Tamil Nadu, India 600002

CIN: U27209TN1981PLC008630 … 2nd Applicant Company

Order Pronounced on 12th November 2025

CORAM

Shri. JYOTI KUMAR TRIPATHI, MEMBER (JUDICIAL)

Shri. RAVICHANDRAN RAMASAMY, MEMBER (TECHNICAL)

Present:

For Applicants: T.K. Bhaskar, K. Harishankar

ORDER

(Hearing through hybrid mode)

The present application has been filed jointly by the Applicant

Companies, namely FORGE 2000 PRIVATE LIMITED with AXLES INDIA LIMITED, 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 Arrangement (hereinafter referred to as

the “SCHEME”) proposed by the Applicant Companies. The said Scheme is appended as 323-354 in the application.

1. The Applicant Companies in this Application has sought for the following reliefs.

2. Affidavits in support of the present Application sworn for and on behalf of the Applicant Companies have been filed by its authorized signatories, details of which are listed hereunder: -

i) K. Sekar on behalf of the 1st Applicant Company Authorized signatory.

ii) Madhavan V on behalf of the 2nd Applicant Company Authorized signatory.

3. It is submitted that the 1st Applicant company is a Private Limited Company, incorporated under the provisions of Companies Act, 1956 on 20.03.2000 with name FORGE 2000 PRIVATE LIMITED.

4. It is submitted that the authorised, issued, subscribed and paid capital of the 1ST applicant Company as on 30.06.2025 is as follows:

PARTICULARS AMOUNT IN RS AUTHORISED SHARE CAPITAL

20,00,000 Equity shares of Rs 10/- each 2,00,00,000 ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL

20,00,000 Equity shares of Rs.10/- each 2,00,00,000 MAIN OBJECTS OF THE FIRST APPLICANT COMPANY IN BRIEF "a. The main objects of First applicant Company are set out in its memorandum of association and inter alia, as follows:

To carry on the business of manufacturing forgings cold boxes and shell cores, to carry on the business of manufacturing fabricated metal products, to carry on business of manufacturers importers, exporters, buyers and sellers.

5. It is submitted that the second applicant Company is a Public Limited Company, incorporated on 18.02.1981 with name AXLES INDIA LIMITED.

6. It is submitted that the authorised, issued, subscribed and paid-up capital as on 30.06.2025 is as follows:

MAIN OBJECTS OF THE 2ND APPLICANT COMPANY IN BRIEF "a. The main objects of 2nd Applicant Company are set out in its memorandum of association and inter alia, as follows:

A. To carry on the business of manufacturers, exporters and dealers in all types of Axles and Axle Components for Commercial Vehicles and other types of automotive and off-highway vehicles.

B. To manufacture, produce, repair, export, import, purchase, sell and deal in and generally to carry on business in the manufacture, sale and supply of Axles and Axles Components.

C. To manufacture, sell or otherwise deal in all such materials or components as are allied or akin to the above-mentioned products.

D. To carry on the business of manufacture of Forgings, Castings, Pressed/Fabricated items, Gears and Shafts.”

7. Applicant companies have filed their respective Memorandum and Articles of Association inter alia delineating their object clauses. The Applicant Companies have filed their audited financial Statements as on 31.03.2025 and unaudited financial statement for the period of ending

30.06.2025.

8. The Present Scheme provides for Arrangement of Applicant companies and the rationale of the scheme is as follows:

“RATIONALE FOR THE SC