NCLT Mumbai Allows First Motion in Amalgamation of Hinduja Leyland Finance Limited with NDL Ventures Limited
The National Company Law Tribunal (NCLT), Mumbai Bench, has allowed the first motion application filed under Sections 230 to 232 of the Companies Act, 2013, concerning the proposed Scheme of Amalgamation of Hinduja Leyland Finance Limited (Transferor Company) with NDL Ventures Limited (Transferee Company). The Tribunal issued detailed procedural directions while dispensing with meetings of secured creditors and directing meetings of equity shareholders and unsecured creditors to be convened within a stipulated timeframe.
Background of the Companies
Hinduja Leyland Finance Limited – The Transferor Company
Hinduja Leyland Finance Limited (CIN: U65993MH2008PLC384221) is an unlisted public company incorporated on 12 November 2008 under the Companies Act, 1956. Its registered office is located at Plot No. C-21, Tower C (1-3 Floors), G Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400051.
The company operates as a Non-Banking Financial Company – Asset Finance Company (NBFC-AFC), a classification granted by the Reserve Bank of India vide its Certificate of Registration dated 12 May 2014. Its primary activities encompass:
- Financing and hire-purchase of movable and immovable assets including motor vehicles, machinery, and industrial goods
- Secured and unsecured lending and advances
- Loan syndication against various forms of security such as property and shares
- Leasing and other financial transactions customarily undertaken by commercial financing institutions
**Share Capital of the Transferor Company (as of 31 March 2026)😗*
| Particulars | Amount (INR) |
|---|---|
| Authorised Capital – 62,29,07,700 equity shares of Rs. 10/- each | 6,22,90,77,000/- |
| Issued, Paid-up & Subscribed – 54,52,73,490 equity shares of Rs. 10/- each, fully paid-up | 5,45,27,34,900/- |
NDL Ventures Limited – The Transferee Company
NDL Ventures Limited (formerly known as NXTDIGITAL Limited), bearing CIN L65100MH1985PLC036896, was incorporated on 18 July 1985 as a public limited company under the Companies Act, 1956. Its registered office is situated at IN Centre, 49/50, MIDC, 12th Road, Andheri (East), Mumbai – 400093.
The company is currently engaged in financial services, earns interest income from its cash surplus, and holds a land parcel as stock-in-trade. Its equity shares are listed on both BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
**Share Capital of the Transferee Company (as of 31 March 2026)😗*
| Particulars | Amount (INR) |
|---|---|
| Authorised Capital – 8,70,00,000 equity shares of Rs. 10/- each; 30,00,000 preference shares of Rs. 10/- each; 1,000 preference shares of Rs. 100/- each | 90,01,00,000/- |
| Issued, Paid-up & Subscribed – 3,36,71,621 equity shares of Rs. 10/- each, fully paid-up | 33,67,16,210/- |
Board Approval and Appointed Date
The Boards of Directors of both companies approved the Scheme of Amalgamation at their respective board meetings held on 25 November 2025. The Appointed Date under the Scheme has been fixed as 1 April 2026, or such other date as may be directed or approved by the National Company Law Tribunal or any other competent authority.
Structure and Rationale of the Scheme
Parts of the Scheme
The Scheme is structured across five parts:
- Part I – Introduction and rationale of the Scheme
- Part II – Definitions and financial position of both the Transferor and Transferee Companies
- Part III – Mechanism and modalities of merger of the Transferor Company into the Transferee Company
- Part IV – Accounting treatment applicable to both companies under the Scheme
- Part V – General terms and conditions governing the Scheme
Objectives and Strategic Rationale
The proposed amalgamation is driven by the Transferee Company's intent to enter and expand within the NBFC sector, leveraging the Transferor Company's established operations. The key stated objectives include: