NATIONAL COMPANY LAW TRIBUNAL

CHANDIGARH BENCH (COURT-II), CHANDIGARH

(1st Motion)

(An Application under sections 230-232 of the Companies Act, 2013)

IN THE MATTER OF SCHEME OF MERGER BY ABSORPTION OF:

VIPUL AUTO PRIVATE LIMITED,

having its registered office at:

B-412- 414, Ansal Chamber-I 3,

Bhikaji Cama Place,

New Delhi, Delhi, India - 110066 CIN: U34102DL2002PTC 114593

PAN: AABCV5530C

… NON-APPLICANT COMPANY NO. 1/ TRANSFEROR COMPANY NO. 1

And

VIPUL AUTOMOBILES PRIVATE LIMITED

having its registered office at:

B-412- 414, Ansal Chamber-I 3,

Bhikaji Cama Place,

New Delhi, Delhi, India - 110066 CIN: U34300DL2005PTC 141409

PAN: AACCV1583E

… NON-APPLICANT COMPANY NO. 2/ TRANSFEROR COMPANY NO. 2

WITH

VIPUL MOTORS PRIVATE LIMITED

having its registered office at:

27/5 Km Delhi-Mathura Road, Faridabad,

Haryana, India -121002

India-110066

CIN: U70109HR1988PTC108804

PAN: AABC0931B

… APPLICANT COMPANY/TRANSFEREE COMPANY

Order delivered on: 18.12.2025

Coram: Mr KHETRABASI BISWAL, MEMBER (JUDICIAL)

Mr KAUSHALENDRA KUMAR SINGH, MEMBER (TECHNICAL)

Present:

For the Applicant Company : Mr Rahul Dahiya, Advocate ORDER

1. This is a First Motion Application filed by Vipul Motors Private Limited, (hereinafter referred to as “Applicant Company”/ “Transferee Company”), under Sections 230 & 232 of the Companies Act, 2013 (hereinafter referred to as the the “Act”) seeking to Dispense with the requirement of convening the meeting of the Equity Shareholders, Secured Creditors, and Unsecured Creditors of the Applicant Company and also to dispense with the requirement of issue and publication of notices for the said meeting.

2. The Scheme of Amalgamation between the Applicant Company and Non-Applicant Companies and their respective shareholders and creditors (hereinafter referred to as “Scheme”) provides for the Amalgamation between Transferor Company No.1 and Transferor Company No. 2 with Transferee Company and their respective Shareholders and Creditors. The said Scheme is attached as Annexure A-4 to the Application.

3. The averments as made in the Application and presented by the learned counsel are summarised below:

(i) The Applicant Company was incorporated on 07.03.1998 under the erstwhile Companies Act, 1956, in the state of Haryana under the name of ‘Vipul Motors Private Limited’. It is registered at the Registrar of Companies, NCT of Delhi and Haryana.

(ii) The main objects for which the Applicant Company as set out in its Memorandum of Association are as follows:

“To takeover as a running unit assets and Liabilities the existing business of Vipul Motors a partnership concern carrying on the business of the authorized dealership of Maruti Udyog Limited at Faridabad, Haryana. To produce, process, import, export, distribute, purchase, sell generally deal in or take on lease or rent, exchange, acquire and to act as agent, sub-agent, dealer distributor, broker in all kinds of automobiles vehicles, motor cars, motor vehicles, trucks, jeeps, vans, heavy vehicles, earth’ moving equipments, cranes, excervators, scooters, motor cycles, moped and self-propelled vehicles of any kind and all other kinds of road transport andto establish shops, godowns, show-rooms, service stations, servicing centers, garages and workshops for repairing, remodeling, designing, paintings and maintenance of all sorts of vehicles and to act as traders, manufacturers, dealers, merchants, agents, distributors, commission agents, handling agents, brokers and/or in any other capacity of automobile spares and spare-parts, related electrical items and electronic items, rubberized and chemical items and all such items used for automobiles. To carry on the business of transport, transport of goods, mail live stock, raw materials, finished, semi-finished, stocks, cars, two wheelers, vehicles of any kind or any other material, item, transport, of passengers, products, of treasures, and merchandise between such places in India or elsewhere as may be expedient and to equip, sell, charter, let out, on hire any or all such mean