IN THE NATIONAL COMPANY LAW TRIBUNAL

NEW DELHI BENCH

COURT-IV

COMPANY PETITION (CAA) NO. 9 (ND)/2025

COMPANY APPLICATION (CAA) NO. 16 (ND)/2023

IN THE MATTER OF:

Section 230-232 of the Companies Act, 2013 read along with Companies

(Compromises, Arrangements and Amalgamations) Rules, 2016

IN THE MATTER OF:

HANS SECURITIES BROKING PRIVATE LIMITED

…PETITIONER COMPANY NO. 1/TRANSFEROR COMPANY NO. 1

AND

JALDHARA MERCHANT EXPORTERS PRIVATE LIMITED

…PETITIONER COMPANY NO. 2/TRANSFEROR COMPANY NO. 2

WITH

SAROJINI FINANCE AND INVESTMENTS PRIVATE LIMITED

…PETITIONER COMPANY NO. 3/TRANSFEREE COMPANY

Order Delivered on: 16.12.2025

CORAM:

SHRI MANNI SANKARIAH SHANMUGA SUNDARAM,

HON’BLE MEMBER (JUDICIAL)

SHRI ATUL CHATURVEDI,

HON’BLE MEMBER (TECHNICAL)

PRESENT:

For the Applicant : Mr. Nikhil Kr. Verma, Mr. Ujjawal Rastogi,

Advs.

For the Income Tax : Mr. Ruchir Bhatia SSC & Mr. Pratyaksh Gupta

and Mr. Punit Singhal JSC’s with Adv. Abhijeet

Anand

ORDER

PER: ATUL CHATURVEDI, MEMBER (TECHNICAL)

1. This is a second motion petition jointly filed by the petitioner companies herein namely M/s Hans Securities Broking Private Limited (hereinafter referred as Transferor Company No. 1/Petitioner Company No. 1), M/s Jaldhara Merchant Exporters Private Limited (hereinafter referred as Transferor Company No. 2/Petitioner Company No. 2), with M/s Sarojini Finance And Investments Private Limited (hereinafter referred as Transferee Company/Petitioner Company No. 3) 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”).

2. The Petitioner Company No. 1 i.e., M/s Hans Securities Broking Private Limited was incorporated on 24/01/1995, under the provisions of the Companies Act, 1956 bearing CIN: U74899DL1995PTC064714, having its registered office at 304, New Delhi House 27, Barakhamba Road, New Delhi-110001. The Authorized Share Capital of the Transferor Company No. 1/ Petitioner Company No. 1 is Rs. 4,000,000/- divided into 4,00,000 equity shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of Transferor Company No. 1 is Rs.

3,000,000 divided into 3,00,000 equity shares of Rs. 10/- each.

3. The Petitioner Company No. 2 i.e., M/s Jaldhara Merchant Exporters Private Limited was incorporated on 22/06/1995, under the provisions of the Companies Act, 1956 bearing CIN: U74899DL1995PTC070069, having its registered office at 304, New Delhi House 27, Barakhamba Road, New Delhi-110001. The Authorized Share Capital of the Transferor Company No. 2/Petitioner Company No. 2 is Rs. 2,500,000/- divided into 2,50,000 equity shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of Transferor Company No. 2 is Rs. 2,477,000/- divided into 2, 47,700 equity shares of Rs. 10/-

each.

4. The Petitioner Company No. 3 i.e., M/s Sarojini Finance and Investments Private Limited was incorporated on 21/01/1994, under the provisions of the Companies Act, 1956 bearing CIN: U74899DL1994PTC057029, having its registered office at 304, New Delhi House 27, Barakhamba Road, New Delhi-110001. The Authorized Share Capital of the Transferee Company/ Petitioner Company No. 4 is Rs. 10,000,000/- divided into 10,00,000 Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up share capital of Transferee Company is Rs. 8,262,000/- divided into 8,26,200 equity shares of Rs.

10/- each.

5. The Petitioner Companies submit that the proposed scheme of Amalgamation of the Transferor Companies with the Transferee Company would have the following benefits:

i. This Scheme of Amalgamation provides for Amalgamation of Hans Securities Broking Private Limited {Transferor company1} And Jaldhara Merchant Exporters Private Limited (Transferor Company-2) engaged in business of Investment and Finance with Sarojini Finance and Investments Private Limited (Transferee Company), engaged in business activ