NCLT Approves 46:1 Bonus Preference Share Issue by TVS Holdings

In re TVS Holdings Limited (NCLT Chennai)

Summary: The National Company Law Tribunal, Division Bench-I, Chennai, comprising Sanjiv Jain, Member (Judicial), and Venkataraman Subramaniam, Member (Technical), sanctioned the Scheme of Arrangement proposed by TVS Holdings Limited under Sections 230 to 232 of the Companies Act, 2013, by order pronounced on 18 August 2026. The order records that the Scheme involves issuance of fully paid-up preference shares by way of bonus to the company’s equity shareholders.

The petition was filed by TVS Holdings Limited and its shareholders under Sections 230 to 232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. In the First Motion Application, CA(CAA)/15/CHE/2026, the Tribunal had dispensed with the meeting of secured creditors and directed convening of meetings of equity shareholders and unsecured creditors. The Chairperson’s report dated 24 April 2026 recorded that 272 out of 273 equity shareholders who attended the meeting, constituting 99%, voted in favour of the Scheme. The second motion petition was subsequently filed on 28 April 2026.

The Scheme’s stated rationale was that TVS Holdings had accumulated substantial surplus reserves from retained profits which exceeded its current and foreseeable future business requirements. The company proposed to deploy a considerable portion of those surplus funds by issuing fully paid-up preference shares by way of bonus to its equity shareholders. The proposed preference shares were intended to be listed on the stock exchanges, thereby providing shareholders with a near-cash traded and encashable instrument while giving the company flexibility in managing liquidity until redemption.

Under the Scheme, the “Appointed Date” was defined as the Effective Date. The Effective Date was linked to fulfilment or waiver of the conditions precedent contained in Clause 11. The Tribunal considered the issue under Section 232(6) of the Companies Act, 2013 and the Ministry of Corporate Affairs General Circular No. 9/2019 dated 21 August 2019. It held that the event-based appointed date contemplated by the Scheme was statutorily compliant and permissible, while directing the petitioner to comply with the requirement of filing intimation with the Registrar of Companies within 30 days if the event-based date was subsequent to the date of filing the order under Section 232(5). The Tribunal’s treatment of the appointed-date issue is consistent with the subject matter addressed in the MCA General Circular No. 9/2019.

The Scheme provides for issuance, by way of bonus, of 46 preference shares of INR 10 each, fully paid-up, for every one fully paid-up equity share of INR 5 held by an eligible equity shareholder on the Record Date. The preference shares are 6% cumulative non-convertible redeemable preference shares. The Schedule to the Scheme records a face value of INR 10, a coupon rate of 6% per annum, redemption upon expiry of 15 months from allotment, with discretion to redeem after 12 months, redemption at INR 10 nominal value, credit rating to be obtained after the Effective Date, listing on the stock exchanges where the company’s equity shares are listed, and no lock-in.

The Tribunal also considered the Scheme’s compliance with Section 63(3) of the Companies Act, 2013, concerning the prohibition against issuing bonus shares in lieu of dividend. The company submitted that it had already declared an interim dividend of Rs. 86 per equity share for FY 2025-26 and that the proposed preference shares were not being issued in lieu of dividend. The Tribunal accepted this position and held that the issue of bonus preference shares under the Scheme was not in lieu of dividend and was accordingly compliant with Section 63(3). The relevant provision is discussed in TaxGuru’s Section 63 treatment of bonus shares.

On preference-share requirements, the Tribunal noted that Clause 7 of the company’s Articles of Association authorised issuance of preference share capital. Since the issuance was being undertaken pursuant to the Scheme under Sections 230 to 232, the Tribunal held that the separate procedure prescribed under Rule 9(1) of the Companies (Share Capital and Debentures) Rules, 2014 need not be followed. However, it directed that any consequential alteration to the register of members be carried out under Section 88 of the Companies Act, 2013. The statutory framework concerning preference shares is covered in TaxGuru’s Section 55 material on issue of preference shares, while the register requirement is addressed in the Section 88 material on maintenance of the register of members.

The Regional Director had also raised observations concerning Section 55, Rule 9, SEBI requirements and the proposed appointed date. The petitioner submitted that it had obtained No Objection Certificates from SEBI through BSE and NSE on 21 January 2026 and 22 January 2026 and that the observations made by NSE and BSE had been incorporated into the Scheme. The Tribunal recorded that the petitioner had complied with the observations raised by NSE/BSE and directed it to comply with applicable SEBI Regulations. The Tribunal’s order also records the stock-exchange no-objection process under Regulation 37 of the SEBI LODR framework. TaxGuru has published the relevant SEBI Master Circular on schemes of arrangement by listed entities.

The Scheme further provides that non-convertible redeemable preference shares may be issued to non-resident shareholders by way of bonus from general reserves under a Tribunal-approved scheme, subject to the Foreign Exchange Management (Debt Instruments) Regulations, 2019. The Tribunal reproduced the relevant Scheme provision stating that a specific RBI approval would not be required for the allotment where the conditions of the FEMA Debt Regulations were satisfied. TaxGuru’s Foreign Exchange Management (Debt Instruments) Regulations, 2019 contains Regulation 6 dealing with issue of non-convertible redeemable preference shares or debentures by way of bonus to non-resident shareholders pursuant to an approved Scheme.

The Income Tax Department stated that it had no objection to the proposed Scheme but observed that redemption payments from accumulated profits could be taxable as deemed dividend in the hands of shareholders and that tax would have to be deducted at source according to law. The Tribunal accordingly directed the petitioner company to deduct tax at source in the manner applicable as per law.

The Tribunal also considered the valuation report and fairness opinion filed by the petitioner. The valuation material recorded that 46 Bonus RPS would be allotted for each equity share and that there would be no change in TVS Holdings’ shareholding. It further stated that the Bonus RPS would rank subservient to the NCDs in priority of claims, while existing NCD holders would continue to hold their NCDs without any change in their terms. The fairness opinion stated that issuance of the 6% cumulative non-convertible redeemable preference shares by way of bonus in the ratio of 46:1 would have no impact on the non-convertible debenture holders and opined that the proposed Scheme was fair to the NCD holders.

The petitioner also stated that its statutory auditors had examined the Scheme and certified that the accounting treatment specified in it was consistent with the accounting principles under Section 133 of the Companies Act, 2013, the rules made thereunder and generally accepted accounting principles in India.

The Tribunal noted that TVS Holdings’ equity shares were listed on BSE and NSE and that the company had obtained the requisite observations/no-objections from the stock exchanges. During the hearing on 29 July 2026, the Regional Director and Income Tax Department submitted that they had no objection to the Scheme. The Tribunal also referred to its order in CP(CAA)/29(CHE)/2025 dated 31 July 2025, which it described as involving a similar factual background where preference shares were issued by way of bonus to equity shareholders by utilising general reserves.

After analysing the Scheme, the Tribunal found it prima facie beneficial to shareholders and not detrimental to their interests. In the absence of further objections and having regard to the statutory compliances and undertakings furnished by the petitioner, the Tribunal sanctioned the Scheme of Arrangement and the prayer made in the petition.

The sanction was expressly subject to the directions contained in the order. The Tribunal directed TVS Holdings to issue and allot 46 preference shares of INR 10 each, fully paid-up, for every one fully paid-up equity share of INR 5 held by an eligible shareholder on the Record Date, utilising general reserves/retained earnings. It further directed filing of the revised Memorandum and Articles of Association with the Registrar of Companies, payment of any differential fee for enhancement of authorised capital, delivery of the certified order to the Registrar of Companies within 30 days of receipt, and delivery of the certified order to the Reserve Bank of India within the same period because the company is registered as a Core Investment Company with RBI.

The Tribunal also clarified that its sanction would not prevent action in accordance with law in the event of any deficiency or violation of any enactment, statutory rule or regulation. It further clarified that the order did not grant exemption from stamp duty, taxes or other charges or from any other statutory permission or compliance requirement. The Company Petition No. CP(CAA)/34(CHE)/2026 was accordingly allowed on the stated terms.

FULL TEXT OF THE NCLAT JUDGMENT/ORDER

1. This Company Petition has been filed by TVS Holdings Limited (hereinafter referred as Petitioner Company), and its Shareholders under Sections 230-232 of the Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity ‘the Rules’) for approval of the Scheme of Arrangement (hereinafter referred to as the ‘SCHEME’) proposed between the Petitioner Company herein with its Shareholders. The Scheme is appended as “Annexure – 1” at Page Nos. 18-31 of the Petition.

2. 1^st Motion Application – In Brief

2.1. The Petitioner Company had filed First Motion Application vide CA(CAA)/15/CHE/2026 seeking directions as follows:

2.2. Based on such application moved under Sections 230-232 of the Companies Acct, 2013, directions were issued by this Tribunal, vide order dated 18.03.2026. Meeting of the Secured creditors of the Company was dispensed with. Directions for convening the meeting of equity shareholders and Unsecured Creditors of the Petitioner Company were issued.

2.3. The Report of the Chairperson dated 24.04.2026 was filed before this Tribunal on 24.04.2026. As per the Report, 272 out of 273 equity shareholder who attended the meeting constituting 99% voted in favour of the Scheme.

2.4. Subsequently, the second motion petition was filed before this Tribunal on 28.04.2026 for sanction of the Scheme of Arrangement.

3. Rationale of The Scheme

3.1. The rationale of the Scheme as provided in Clause C of the Scheme is extracted as under:

i. The Company has accumulated substantial surplus reserves from its retained profits over the years. The surplus reserves are in excess of the Company’s current and foreseeable future business requirements.

ii. Further, upon taking into consideration the Company’s foreseeable free cash inflows and availability of existing surplus reserves being more than what is required to fund the Company’s future plans, the Company considers that these excess funds can be put to optimal use by rewarding its shareholders.

iii. Accordingly, the Company has proposed to distribute the surplus funds to its shareholders by issuing fully paid up Preference Shares by way of bonus in terms of this Scheme.

iv. The Preference Shares will be listed on the Stock Exchanges, providing shareholders with a near-cash (traded, cashable) instrument and providing the Company increased flexibility in managing its liquidity until redemption.

v. In view of the abovementioned reasons, the Company considers it prudent to optimally utilize its surplus reserves by distributing a considerable portion of the same to its equity shareholders. For the purpose of maintaining high level of corporate governance and transparency, the Company proposes issuance of Preference Shares by way of bonus to its equity shareholders under Sections 230 to 232 of the Act which will be subject to necessary statutory, regulatory and corporate approvals.

The proposed Scheme is in the interest of the shareholders of the Company and it is not detrimental to the interest of other stakeholders.”

4. Steps Involved In The Scheme

4.1. Clause 1.1 of Part I of the scheme provides “Appointed Date” means the Effective Date of this scheme.

4.2. Further, “Effective Date” means the date on which last conditions specified in Clause 11 (Conditions Precedent) of this Scheme are complied with or waived, as applicable. All the references in the Scheme to the date of “coming into effect of this Scheme” or “effectiveness of this Scheme” or “Scheme taking effect” shall mean the Effective. For the purpose of understanding, Effective date, Clause 11 of the Scheme is extracted hereunder,

11. CONDITIONS PRECEDENT

11.1 Unless otherwise decided (or waived), the Scheme is conditional upon and subject to the following conditions precedent:

11.1.1 obtaining no-objection letter from the Stock Exchanges in relation to the Scheme under Regulation 37 and 59A of the SEBI LODR Regulations;

11.1.2 the Company complying with other provisions of the SEBI Circular, including seeking approval of the shareholders, holders of NCDs of the Company and such other classes of persons of the Company through e-voting, as applicable;

11.1.3 the sanction and order of the Tribunal, under Sections 230 to 232 of the Act being obtained by the Company; and

11.1.4 certified/authenticated copies of the orders of the Tribunal, sanctioning the Scheme, being filed with the RoC.

11.2 It is hereby clarified that submission of this Scheme to the Tribunal and to the Appropriate Authorities for their respective approvals is without prejudice to all rights, interests, titles or defences that the Company may have under or pursuant to all Applicable Law(s).

11.3 On the approval of this Scheme by the shareholders and such other classes of Persons of the Company, if any, the shareholders and classes of Persons shall also be deemed to have resolved and accorded all relevant consents under the Act or otherwise to the same extent applicable in relation to the bonus set out in this Scheme, related matters and this Scheme itself.

4.3. “Record Date” means such date as may be fixed by the Board after Effective Date to determine the shareholders of the Company, who shall be entitled to receive the preference Shares, pursuant to this Scheme.

4.4. Clause 4.1 of the Scheme provides for the issuance, by way of bonus, 46 preference shares of INR 10 each fully paid up to each equity shareholder of the Company holding every 1 equity share of INR 5 each fully paid up, whose name is recorded in the register of members of the Company and/or the records of the depository(ies) as equity shareholder of the Company on the Record Date, by utilizing its general reserves/ retained earnings.

4.5. For this purpose, Clause 1.1. defines preference share as 6% cumulative non-convertible redeemable preference shares of INR 10 each of the Company to be issued by way of bonus by the Company to its equity shareholders as on Record Date, pursuant to this Scheme, the principal terms and conditions for which have been set out in Schedule 1 to this Scheme.

4.6. Schedule I of the Scheme is extracted hereunder for reference,

4.7. In terms of Clause 4.9, the Company shall apply for listing of Preference Shares on the Stock Exchanges in terms of and in compliance of SEBI Circulars and other relevant provisions as may be applicable. The Preference Shares, issued pursuant to this Scheme, shall remain frozen in the depository system till listing/trading permission is given by the designated Stock Exchange. Further, there shall be no change in the shareholding pattern or control in the Company between the Record Date and the listing which may affect the status of approval of the Stock Exchanges.

4.8. Subject to receipt of the requisite approvals, if any, the Preference Shares shall be issued within a period of 30 (thirty) days from the Record Date to the shareholders of the Company eligible to receive the Preference Shares, as provided in Clause 4.11 of the Scheme.

4.8.1. Clause 7 of the Scheme provides that in terms of Regulation 6 of the Foreign Exchange Management (Debt Instruments) Regulations, 2019 (“FEMA Debt Regulations”), the Petitioner Company is permitted to issue non-convertible redeemable preference shares to non-resident shareholders including by way of distribution as bonus from its general reserves under a scheme of arrangement approved by the Tribunal. The allotment of the Preference Shares by way of bonus to the shareholders of the Company in terms of this Scheme shall be made in accordance with the provisions of FEMA Debt Regulations and hence, the Company is not required to procure a specific approval from the RBI in regard to allotment of Preference Shares by way of bonus to non-resident shareholders of the Company.

5. In the second motion Petition filed by the Petitioner Companies, this Tribunal vide order dated 06.05.2026 directed the Petitioner Company to issue notice under Section 230 (3) in Form CAA-3, to the Statutory/ Regulatory Authorities viz. (i) Regional Director (Southern Region), Chennai (ii) ROC, Chennai, (iii) Jurisdictional Income Tax Office, and other sectoral regulators, who may govern the working of the respective companies, as well as for paper publication to be made in “The Indian Express” (English) and “Daily Thanthi” (Tamil).

6. In compliance to the said directions issued by this Tribunal, the Petitioner Company filed an affidavit of service dated 19.05.2026. A perusal of the same discloses that Tribunal, the Petitioner Company effected paper publications in “Indian Express” in English (All India Edition) and “Dina Thanthi” in Tamil (Tamil Nadu Edition) on 17.05.2026. It is also seen that notices have been also served to

7. Statutory Authorities

7.1. Pursuant to the service of notice of the petition, the following statutory authorities have responded as below.

7.2. Regional Director

7.2.1. On issuance of notice, the Regional Director, (hereinafter referred to as ‘RD’) Southern Region, Chennai has filed the report dated 24.06.2026

7.2.2. It is submitted by the RD that the petition may be disposed of on merits after considering the submissions made in para 4, 5, 9 and 10. The Petitioners have filed response to the observations raised in the RD Report dated 14.07.2026.

7.2.3. The observations raised by the RD and the response to the report of the RD are considered by this Tribunal as hereunder,

7.3. Department of Income Tax

7.3.1. The Income Tax Department to whom the notice was served has filed its report on 02.06.2026 and has submitted its ‘Observations’. It is stated that the Department does not have any objection for the proposed scheme for issuance of preference share by the company to its shareholders. However, at the time of redemption, there will be pay outs to the shareholders from the accumulated profit which is taxable as deemed dividend in the hands of the shareholders u/s. 2(40) of the Income Tax Act, 2025. Accordingly, the Assessee Company is required to deduct tax at sources as per law.

Observation of this Tribunal:

7.3.2. The Petitioner Company is directed to deduct tax at sources in the manner applicable as per law.

7.4. BSE/ NSE/ SEBI

7.4.1. The Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) to whom the draft scheme of arrangement was sent by the Petitioner Company, have submitted their observations vide their letters dated 22.01.2026 and 21.01.2026. The BSE has conveyed its no adverse observations with limited reference to the matters having a bearing on the listing / de-listing / continuous listing requirements within the provisions of Listing Agreement to enable the company to file the scheme with the Tribunal, inter alia their comments. Similarly, NSE vide its letter dated 21.01.2026 has furnished its comments, besides conveying its “No objection” to enable the company to file the draft scheme with the Tribunal. However, no specific response has been submitted by the BSE and NSE in response to the notice issued by the petitioner in pursuance to the order of this Tribunal. In the absence of any specific objections by the BSE and NSE, this Tribunal presumes that they have nothing to say in the matter.

7.4.2. The Petitioner, in the Affidavit in response to the RD Report has submitted the point-wise compliance with the observations of the BSE and NSE. It is seen that the Petitioner has complied with all the observations raised by NSE/ BSE.

7.4.3. Be that as it may, the Petitioner is directed to comply with SEBI Regulations, as applicable.

8. Valuation Report

8.1. The Petitioner Company has filed Valuation Report obtained from two BANSI S MEHTA VALUERS LLP, Registered Valuer. The valuation report dated is placed as Annexure 8 of the Petition typeset. The Approach and Methodology Valuation Analysis of the Independent valuers is extracted hereunder for reference.

2.6 Accordingly, TVSH would issue 93.06 crores Bonus RPS redeemable at INR 10 per share.

2.7 In this regard, we have been called upon by the Management of TVSH, vide Engagement Letter dated 19^th September 2025, to provide our opinion with respect to the Scheme of Arrangement in terms of Master Circular dated July 11, 2025, on Non-convertible Securities, Securitized Debt Instruments and/or Commercial Paper. Accordingly, this report sets out the findings of our exercise. We have considered the Report dated September 22, 2025.

4. Consideration of Factors

4.1. As mentioned earlier, pursuant to the Scheme, Bonus RPS would be issued to the shareholders of TVSH as on the Record date as specified in the Scheme. The ratio proposed for the issue of Bonus RPS is 46:1, i.e. 46 Bonus RPS shall be allotted for each equity share held in TVSH. Thus, only the shareholders of TVSH would be allotted Bonus RPS. Thus, there would be no change in shareholding of TVSH.

4.2. From the foregoing, it is evident that Bonus RPS would be issued to all the shareholders of TVSH on the Record Date. Accordingly, the question or aspect of adjusting the equities between two or more disparate groups of shareholders is not relevant in this case due to no impact on the shareholding of TVSH.

This report should be read with the limitations detailed herein under

4.3. Further, the Management believes that the company will generate strong free cash flow from redemption of instruments held by it. Thus, the company believes the cash flow will be in excess of its cash requirements in the near future.

4.4. Insofar as the NCD Holders of TVSH are concerned, it may be noted that the Bonus RPS proposed to be issued would rank subservient to the NCDs in the priority of claims. Existing NCD holders of TVSH would continue to hold the same NCDs without any change in the terms. The RPS would be redeemed out of the cash flows from redemption of the instruments held by it.

4.5. It may be noted that the ICAI had issued IVS on June 10, 2018 effective for all the valuation reports issued on or after July 1, 2018. IVS are mandatory for all valuations done under the Companies Act, 2013 by registered valuers who are members of the ICAI Registered Valuer Organisation, and recommendatory for valuation carried out under other statutes/ requirements. However, as the current exercise does not entail valuation, the question of following IVS does not arise.

8.2. The Petitioner Company has filed fairness opinion obtained from an independent merchant banker, which is extracted here below:

Our Recommendation:

As stated in the Valuation Report by Bansi S. Mehta Valuers LLP, they have opined the following:

“5.1 Based on the foregoing, in our opinion, the issuance of Bonus RPS to the equity shareholders of TVSH would have no impact on its NCD holders.

The aforesaid scheme shall be pursuant to the Draft Scheme of Arrangement and shall be subject to applicable law, as may be applicable and other statutory approvals as may be required. The detailed terms and conditions of the scheme are more fully set forth in the Draft Scheme of Arrangement. PL has issued the Fairness Opinion with the understanding that Draft Scheme of Arrangement shall not be materially altered and the parties hereto agree that the Fairness Opinion would not stand good in case the final Scheme of Arrangement alters the transaction.

Based on the information, data made available to us, including the Valuation Report, to the best of our knowledge and belief, the issue of 6% Cumulative Non-convertible Redeemable Preference Shares to its equity shareholders by way of bonus in the ratio of 46:1, would have no impact on its Non-convertible Debenture holders as opined by Bansi S. Mehta Valuers LLP in relation to the proposed Draft Scheme of Arrangement is Fair to the Non-convertible Debenture holders in our opinion.”

9. Accounting Treatment

9.1. The Petitioner Company has stated that the Statutory Auditors of the Petitioner Company have examined the Scheme and certified that the accounting treatment specified in the Scheme is in accordance with the accounting principles laid down under Section 133 of the Companies Act, 2013 read with rules made thereunder and other Generally Accepted Accounting Principles in India. The Certificate issued by the Statutory Auditor certifying the Accounting Treatment of the Petitioner Company is placed at Annexure A 14 of the typed set filed along with this petition.

10. Observations of This Tribunal

10.1. In the instant case, the equity shares of the Petitioner Company are listed on the BSE Limited and National Stock Exchange of India Limited. The Petitioner has submitted the said Scheme with BSE Limited and National Stock Exchange of India Limited for their “no objection(s)” in compliance with Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and under SEBI Master Circular No. SEBI/ HO/ CFD/ DIL1/ CIR/ P/ 2021/ 0000000665 dated 23rd November 2021. The Petitioner has received observation letters dated 21st January 2026 from National Stock Exchange of India Limited and 22nd January 2026 from Bombay Stock Exchange Limited.

10.2. During the hearing on 29.07.2026, the RD and the Income Tax Department have submitted that they have no objection to the Scheme.

10.3. It is noted that, this Tribunal in CP(CAA)/29(CHE)/2025 dated 31.07.2025 has passed an order with similar factual background, wherein, the preference shares were issued by way of bonus to the equity shareholders by utilizing its general reserves.

10.4. After analysing the Scheme in detail, this Tribunal is of the view that the scheme as contemplated by the Petitioner Company seems to be prima facie beneficial to the shareholders and will not be in any way detrimental to the interest of the shareholders of the Company. In the absence of any other objections having been placed on record before this Tribunal and since all the requisite statutory compliances having been fulfilled except some statutory formalities as observed by the Regional Director for which the Petitioner company has given undertaking by way of affidavit, this Tribunal sanctions the Scheme of Arrangement appended as “Annexure A 1” with the Company Petition as well as the prayer made therein.

10.5. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the Petitioners.

10.6. While approving the Scheme as above, it is clarified that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any, payment is due or required in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law.

11. This Tribunal Do Further Order:

(i) The Petitioner company shall issue and allot, by way of bonus, 46 Preference shares of face value of INR 10 each fully paid up to each equity shareholder of the Company holding every 1 equity share of INR 5 each fully paid up, whose name is recorded in the register of members of the Company and /or the records of the depository(ies) as equity shareholder of the Company on the Record Date, by utilizing its general reserves / retained earnings.

(iii) The Appointed date means the Effective Date which means the scheme in its present form or with any modification(s) and amendment(s) made under Clause 11 of the scheme duly approved or imposed or directed by the Tribunal.

(iv) The Petitioner Company shall file the revised Memorandum and Articles of Association with the Registrar of Companies and further make the requisite payments of the differential fee (if any) for the enhancement of Authorized Capital of the Petitioner Company.

(v) The Scheme of Arrangement is approved subject to the directions given. All Authorities concerned to act on production of certified copy of this order.

(vi) The Petitioner Company shall within thirty days of the date of receipt of this order cause a certified copy of this order to be delivered to the Registrar of Companies for compliance and related action as per the provisions of law.

(vii) The Petitioner Company shall within thirty days of the date of receipt of this order cause a certified copy of this order to be delivered to the Reserve Bank of India, in view of the Company being registered as a Core Investment Company (CIC), with the RBI.

(viii) Any person interested shall be at liberty to apply to the Tribunal in the above matter for any directions that may be necessary.

12. The Scheme is approved subject to the directions issued above.

13. Accordingly, the Company Petition No. CP(CAA)/34(CHE)/2026 stands allowed on the aforementioned terms

14. File be consigned to records.