NCLT Mumbai Allows First Motion Plea For Merger Of Hinduja Leyland Finance Into NDL Ventures

The Mumbai Bench of the National Company Law Tribunal (NCLT) on 17 June allowed a first-motion application relating to the proposed merger of Hinduja Leyland Finance Limited (HLFL), an RBI-registered non-banking financial company (NBFC), into NDL Ventures Limited.

A Bench comprising Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar heard an application filed under Sections 230 and 232 of the Companies Act, 2013 and passed the order.

The scheme provides for the amalgamation of HLFL with and into NDL Ventures, under which all assets, liabilities, rights and obligations of HLFL will vest in NDL Ventures from the appointed date of 1 April 2026.

The applicant companies informed the Tribunal that their respective boards approved the merger scheme on 25 November 2025. HLFL operates in financing, lending, leasing and hire purchase activities and holds an NBFC Asset Finance Company licence issued by the Reserve Bank of India, while NDL Ventures is a listed company whose shares trade on the BSE and NSE.

The companies also stated that the merger will enable NDL Ventures to enter and expand in the NBFC sector, improve access to growth capital, strengthen financial resources, eliminate duplication of compliances and create value for stakeholders through an integrated business structure.

Under the scheme, NDL Ventures will issue 25 equity shares of face value Rs. 10 each for every 10 equity shares held in HLFL.

The Tribunal noted that secured creditors holding 92% in value of HLFL's debt have consented to the scheme and therefore dispensed with their meeting. It directed the companies to convene meetings of equity shareholders and unsecured creditors through video conferencing within 60 days to consider the proposed merger.

It also directed the companies to issue notices to the Regional Director, Registrar of Companies, Reserve Bank of India, Income Tax authorities, Official Liquidator, NSE, BSE and other regulators before the scheme proceeds to the second-motion stage.