Authority: National Company Law Tribunal, Ahmedabad Bench (Court-II)

Order Date: 10 July 2026

Case Overview

The National Company Law Tribunal (NCLT) Ahmedabad heard a joint company petition (CP (CAA)/32(AHM)2022) filed under Sections 230-232 of the Companies Act, 2013 seeking approval for a scheme of amalgamation. The petition involved three transferor companies - Obtain Distributors Pvt Ltd (CIN: U52190GJ2011PTC124267), Retain Tie Up Pvt Ltd (CIN: U52190GJ2011PTC124482), and PFL Venture Pvt Ltd (CIN: U52399GJ2010PTC121629) - all non-NBFCs, amalgamating with Pratibha Endeavor Pvt Ltd (CIN: U67190GJ1996PTC123838), which is registered with RBI as an NBFC (Registration No. B-05.03757).

The board of directors of all companies approved the scheme through resolutions dated 31.07.2021. The tribunal had initially dispensed with shareholder and creditor meetings due to 100% consent affidavits and no secured creditors. Notices were served to regulatory authorities including Regional Director, Registrar of Companies, Income Tax Department, and Reserve Bank of India.

The principal regulatory concerns emerged from RBI, which identified multiple compliance deficiencies in the transferee NBFC:

  • Incorrect calculation of Net Owned Fund (NOF) by not reducing owned fund by amounts exceeding 10% invested/loaned to group companies in DNBS-02 returns for March 2021, 2022, 2023, and March 2024 quarter
  • Non-filing or incorrect filing of various regulatory returns including DNBS-02, DNBS-04A, DNBS-04B, DNBS-10, and DNBS-13
  • Delayed registration with CKYCR (finally registered vide Registration No. 303150)
  • Incomplete membership with all four Credit Information Companies (CIBIL, CRIF, Experian, Equifax)
  • Outdated KYC policy not compliant with RBI Master Directions
  • Non-submission of audited financial statements for FY 2021-22 to 2024-25
  • Failure to obtain prior RBI approval before approaching NCLT for amalgamation

The petitioner companies filed multiple compliance affidavits between 2022-2026 addressing these concerns, including revised filings of all regulatory returns, updated KYC and AML policies, registration with all credit bureaus, and submission of financial statements. The transferee company achieved NOF of Rs. 647.64 lakh as on December 15, 2025, exceeding the Rs. 200 lakh requirement.

The Income Tax Department reported an outstanding demand of Rs. 33,49,880/- for AY 2015-16 against Transferor Company No. 2 (Retain Tie Up Pvt Ltd), which is under appeal before CIT. The Official Liquidator raised observations about treatment of reserves and surplus accounts.

Final Outcome

The NCLT approved the scheme of amalgamation with the following key conditions:

1. The appointed date is modified from 01.04.2021 to 01.04.2025 due to regulatory non-compliance delays

2. RBI retains the right to take appropriate regulatory action against the NBFC for any pre or post-sanction violations

3. Income Tax Department reserves rights to examine tax avoidance aspects and initiate appropriate action

4. Petitioner companies must comply with all statutory filing requirements including payment of differential fees on enhanced authorized capital

5. Transferee company must pay Rs. 25,000 to Regional Director and Rs. 20,000 per transferor company to Official Liquidator

6. All property, rights, powers, liabilities and duties of transferor companies transfer to transferee company

7. All employees transfer without break in service

8. Certified copy of order must be filed with ROC within 30 days

The sanction is without prejudice to any regulatory/statutory actions that may be initiated for periods prior to or during the pendency of the application.

Topics: Corporate Amalgamation, NBFC Regulation, Regulatory Compliance