Tribunal sanctioned NBFC amalgamation scheme upon verifying statutory compliance, 100% consents, regulatory no-objection, addressed objections, confirming bona fides, fund compliance, and stakeholder benefits without prejudice.

ORDER

Per: Cmde Siddharth Mishra, Member (Technical)

1. The Court convened through hybrid mode.

2. The instant Company Petition has been filed in the second stage of the proceedings under Section 230(6) read with Section 232(3) of the Companies Act, 2013 (“Act”) for sanction and confirmation of the Scheme of Amalgamation of the Scheme of Amalgamation of the Scheme of Amalgamation of the Scheme of Amalgamation of the Scheme of Amalgamation of the Scheme of Amalgamation of the Scheme of Amalgamation of

With MADHUR VYAPAR PRIVATE LIMITED- Transferee Company / Petitioner No 4, from the Appointed Date 1st April, 2024.

A copy of the said Scheme of Amalgamation (“Scheme”) is annexed to the Company Petition marked – Annexure – I in VOL I at Page No 35 to Page No 75.

3. It is submitted by Ld. Counsel appearing for the Petitioner(s) that the Appointed Date as per the Scheme means April 01, 2024.

4. It is submitted by Ld. Counsel appearing for the Petitioners (s) that the Transferor Company No 1 / Petitioner No 1 , Transferor Company No 3 / Petitioner No 3 and Transferee Company / Petitioner No 4 are all Non Banking Finance Company duly registered with Reserve Bank of India and are holding a valid Certificate of Registration issued by the said Bank.

5. It is submitted by Ld. Counsel appearing for the Petitioner(s) that, the list of equity Shareholders of the Petitioner Companies as on 25th February, 2025 duly certified by the statutory auditors of the Company are all collectively annexed to the Company Petition marked – Annexure – F in VOL II at Page No 238 to Page No 243.

6. It is submitted by Ld. Counsel appearing for the Petitioner(s) that, NIL Secured Creditors of the Petitioner Companies as on 25^th February, 2025 duly certified by the statutory auditors of the Company are all collectively annexed to the Company Petition marked – Annexure – G in VOL II at Page No 244 to Page No 247.

7. It is submitted by Ld. Counsel appearing for the Petitioner(s) that, NIL Unsecured Creditors of Petitioner No 2 and Petitioner No 4 as on 25^th February, 2025 duly certified by the statutory auditors of the Company are all collectively annexed to the Company Petition marked – Annexure – G in VOL II at Page No 245 and at Page No 247.

8. It is submitted by Ld. Counsel appearing for the Petitioner(s) that, the list of Unsecured Creditors of Petitioner No 1 and Petitioner No 3, as on 25th February, 2025, duly certified by the statutory auditors of the Company are all collectively annexed to the Company Petition marked – Annexure – G in VOL II at Page No 244 and at Page No 246.

9. It is submitted by Ld. Counsel appearing for the Petitioner (s) that a copy of the order dated 19^th June, 2025 passed by this Tribunal in Company Application C.A(CAA) NO 91 / KB / 2025 is annexed to the Company Petition marked – Annexure – H in VOL II at Page No 248 to Page No 254.

10. It is submitted by Ld. Counsel appearing for the Petitioner(s) that the Valuation Report dated 22^nd January, 2025, recommending the Swap Ratio has been prepared by CA Mukesh Banka, IBBI Registered Valuer. A copy of the said Report is annexed to the Company Petition marked – Annexure – I in VOL II at Page No 255 to Page No 269.

11. It is submitted by Ld. counsel appearing for the Petitioner(s) that the Board of Directors of the Petitioner Companies have at their respective meeting held on 1^st February, 2025, have passed resolution adopting the proposed Scheme of Amalgamation. A copy of the Resolut