Hinduja Leyland Finance Limited Vs NDL Ventures Limited (NCLT Mumbai)
The National Company Law Tribunal (NCLT), Mumbai Bench, considered the first motion application seeking approval of a Scheme of Amalgamation between Hinduja Leyland Finance Limited (Transferor Company) and NDL Ventures Limited (Transferee Company) under Sections 230 to 232 of the Companies Act, 2013. The Transferor Company is an unlisted public company and NBFC-Asset Finance Company (NBFC-AFC) engaged in financing, lending, leasing, hire-purchase, and loan syndication, while the Transferee Company is a listed public company engaged in financial services and listed on the BSE and NSE. The Boards of both companies approved the Scheme on 25 November 2025, with the appointed date fixed as 1 April 2026, or such other date as directed by the Tribunal.
The Scheme provides for the merger of the Transferor Company into the Transferee Company, with the objective of enabling the Transferee Company to expand into the NBFC sector, enhance shareholder value, improve access to growth capital, achieve operational integration, avoid duplication of administrative functions, reduce legal and regulatory compliance costs, optimise utilisation of assets, strengthen financial position, and improve corporate governance. The Scheme also provides a share exchange ratio of 25 equity shares of NDL Ventures Limited for every 10 fully paid-up equity shares held in Hinduja Leyland Finance Limited.
