NCLT Mumbai Approves Merger Of Hinduja Leyland Finance Into NDL Ventures

The National Company Law Tribunal at Mumbai has approved the merger of Hinduja Leyland Finance Limited (HLFL) into NDL Ventures Limited through a scheme of merger by absorption under Sections 230-232 of the Companies Act, 2013.

A Bench comprising Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar held that the scheme was fair, reasonable and not contrary to law or public policy.

"From the material on record, the Scheme appears to be fair and reasonable, does not violate any provisions of law, and is not contrary to public policy, as no objection has so far been received from any other authority, creditors, members, or any other stakeholders.", the tribunal observed.

The appointed date under the scheme is April 1, 2026. The boards of both companies had approved the scheme on November 25, 2025.

The proposed merger aims to enable NDL Ventures to enter and expand its presence in the non banking financial company sector, improve capital raising opportunities, reduce administrative duplication and regulatory compliance costs and strengthen its financial position.

Under the share exchange ratio, NDL Ventures will issue 25 fully paid-up equity shares of ₹10 each for every 10 fully paid up equity shares of ₹10 each held in Hinduja Leyland Finance. The shareholders of both companies approved the scheme at meetings held on July 30, 2026. HLFL's shareholders approved it unanimously, while shareholders representing 99.99% in value and 97.87% in number of those present and voting approved it in NDL Ventures.

The Official Liquidator had raised observations regarding HLFL's overdue loan portfolio, near term repayment obligations and valuation of certain loan assets. HLFL submitted that its expected credit loss provisions were adequate and that it was positioned to meet its repayment obligations. The Regional Director raised no objection to the scheme.

Accordingly, the tribunal sanctioned the merger, directed that HLFL be dissolved without winding up and that its liabilities be transferred to NDL Ventures. Employees of HLFL will continue with NDL Ventures without any break in service.

The companies were directed to file the order and scheme with the Registrar of Companies in Form INC-28 within 30 days.

For the Petitioner Companies: Adv. Senior Counsel Gaurav Joshi, Advocates Shamal Tambade I/b M/s. Crawford Bayley & Co.

For Regional Director: Altap Shaikh ICLS,