1. This is a joint first motion application filed by Applicant Companies namely; Taraashna Financial Services Limited (Transferor Company Applicant Company 1) And Satin Finserve Limited, (Transferee Company/Applicant Company 2) under Sections 230-232 of Companies Act, 2013 ( the) and other applicable provisions of the read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (the Rules) in relation to the Scheme of Amalgamation between the Applicant Companies. The said Scheme is attached as Annexure A-1 of the Application.

2. The Applicant Companies have prayed for dispensing with the requirement of the convening of the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of all the Applicant Companies and of debenture holders of Applicant Company Nos.2.

3. The Applicant Companies are presently engaged in the business to carry on the business of Non-Banking Financial Company and to undertake and or arrange or syndicate all types of business relating to financing of consumers, Asset Backed Finance individuals, industry or corporates, for all kinds of Medical Equipments, Industrial Equipments, vehicles, aircrafts, ships, machinery, plants, two-wheelers, tractors and other farm equipments, Agri loans, Dairy loans, Un- secured loans, Individual Group lending, Digital loans, consumer durables, equipment, renewable energy equipment infrastructure, construction equipment, housing equipment, capital equipment, office equipment, their spares and components, real estate, infrastructure work or activity, including used/refurbished products.

4. It is submitted that the registered offices of Applicant Companies are situated in the State of Haryana, therefore, the territorial jurisdiction of Applicant Companies fall with this Bench.

5. The rationale of the Scheme is given below:-

I. The amalgamation would result in reduction of overheads, administrative, managerial and other expenditure and bring about operation rationalization efficiency and optimum utilization of various resources;

II. Optimum and efficient utilization of capital, resources, assets and facilities;

III. Consolidation of business and enhancement of economic value and shareholder value;

IV. Better management and focus on growing the business;

V. The amalgamation will not in any way affect the rights of the creditors. Further, the amalgamation will not affect the service conditions of the employees.

6. It is stated that the Board of Directors of the Applicant Companies in their meeting held on 03.08.2021 have considered and unanimously approved the Scheme of Amalgamation subject to sanctioning of the same by this Tribunal. The copy of the board resolutions of the Applicant Companies are attached as Annexure A-2 & A-11 respectively of the application.

7. The appointed date of the Scheme is 01.04.2021 as mentioned in the Clause 1.3 of Scheme of Amalgamation which is attached as Annexure- A1 of the application.

8. It is stated that the Applicant Companies have filed the audited financial statements as on 31.03.2021 and Supplementary Financial Statement as on 30.09.2021 as Annexure A-10 & A-21 respectively of the application.

9. It is submitted that in pursuance of the proviso to Sec. 230 (7) and Section 232 (3) of the Act, the Applicant Companies have filed certificates, all dated 01.12.2021 issued by Statutory Auditors of Applicant Companies certifying that the Scheme is in compliance with the Accounting Standards under Section 133 of theand the same are attached as Annexure A-23 of application.

10. It is further submitted by the counsel for the applicants’ companies that the valuation report has been submitted by Corporate Professionals Valuation Services Private Ltd, Registered Valuer having IBBI Registration No. IBBI/RV-E/02/2019/1106 which is attached as Annexure-A 22 of the application. As per valuation report, dated 03.08.2021, the following Fair Exchange Ratio has been proposed:

“Satin Finserv Limited (SFL) shall issue and allot 237 (Two Hundred Thirty-Seven) Equity Shares of face value of INR 10/- (INR Ten) each in SFL to the shareholders of TFSL for every 100 (One Hundred) equity share of face value of INR 10/- (INR Ten) each held by them in Taraashna Financial Services Limited (TFSL)”

11. It is submitted that the Scheme [Annexure A-1 of the application] also takes care of the interests of the workmen and staff (employees) of the Companies. By virtue of Clause six(I) and it is stated that on the effective date, all persons that were employed by Transferor Company immediately before such date shall become employees of Transferee Company with the benefit of continuity of service on same terms and conditions as were applicable to such employees of Transferor Company immediately prior to such transfer and without any break or interruption of service. Transferee Company undertakes to continue to abide by agreement/settlement, if any, entered into by Transferor Company with any union/employee thereof.

12. It is deposed by the authorized signatories of the Applicant Companies that there is no investigation or proceeding is pending against the Transferor Company and if there will be any investigation or proceeding initiated against Transferor Company before the effectiveness of the Scheme the same shall be transfer to Transferee Company upon effectiveness of the Scheme. The aforesaid affidavit is filed by Diary No. 00097/01 dated 28.03.2022.

13. It is averred by the applicant companies that the present Scheme of Amalgamation does not involve Corporate Debt Restructuring as per Section 230(2)(c) of the Companies Act, 2013. It is further stated that notices are required to be issued to (a) Central Government through Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi, (b) Concerned Registrar of Companies, (c) the Official Liquidator (d) Reserve Bank of India, and (e) Income Tax Authorities.

14. The applicant companies have furnished the following documents:-

i. Proposed Scheme of Amalgamation (Annexure A-1 of the application).

ii. List of Secured and Unsecured Creditors of all the applicant companies No.1 and applicant company No.2 duly certified by the Statutory Auditors (Annexure A-6, A-8, A-15 and A-17 respectively of the application).

iii. Certificates of Statutory Auditors to the effect that Accounting treatment proposed in the Scheme is in conformity with Section 133 of Companies Act, 2013 (Annexure A-23 of the application).

iv. Proposed Share Exchange Ratio (Annexure A-22 of the application).

v. Audited Financial Statement as on 31.03.2021 and Supplementary financial statements as on 30.09.2021 (Annexure A-10, A-21 respectively) of the application.

15. The Transferor Company No. 1/Applicant Company No. 1 i.e. Taraashna Financial Services Limited CIN: U74140HR2012PHE099168 is a Public Limited Company incorporated under the Companies Act, 1956 on 22.05.2012. The Certificate of Incorporation along with Memorandum and Articles of Association is attached as Annexure A-3 of the application. The details of the Share Capital Structure of the Transferor Company No. 1/Applicant Company No. 1 as mentioned in the application is given below:-

16. The Transferee Company/Applicant Company No. 2 i.e. Satin Finserv Limited, CIN: U65999HR2018PLC099128 is a Public Limited Company incorporated under the Companies Act, 2013 on 10.08.2018. The Certificate of Incorporation along with Memorandum and Articles of Association is attached as Annexure A-12 of the application. The details of the Share Capital Structure of the Transferee Company/Applicant Company No. 2 as mentioned in the application is given below:-

17. The Applicant Companies have furnished the details of the Shareholders. Secured Creditors and Unsecured Creditors which is as follows:

18. It is submitted that the list of equity shareholders of Transferor Company No. 1/Applicant Company No.1 duly certified by the statutory auditors is attached as Annexure A-4 of the application. As per the certificate dated 30.11.2021 issued by statutory auditor, there are 7 (Seven) equity shareholders of the Transferor Company No.1/Applicant Company No.1 as on 30.11.2021 and the equity shareholder of the Transferor Company No.1/Applicant Company No.1 holding 100% shares has given their consent by way of affidavit to proposed scheme which is attached as Annexure A-5 of the application. The list of secured and unsecured creditors of Transferor Company No.1/Applicant Company No.1 duly certified by the statutory auditor are attached as Annexure A-6 and A-8 respectively of the application. As per the certificates dated 30.11.2021 issued by statutory auditors, there is 1 (one) secured creditor son 30.09.2021 an 46 (Forty Six) unsecured creditor as on 30.09.2021. The Applicant Company No.1 has paid the loan of the sole secured creditor and no objection certificate has been issued from ICICI Bank Limited (secured creditor) the unsecured creditors holding 96.54% of value have given their consent by way of affidavits to the proposed scheme which are part of Annexure A-9 of the application.

19. It is further submitted that the list of equity shareholders of Transferee Company/Applicant Company No. 2 duly certified by the statutory auditors is attached as Annexure A-13 of the application. As per the certificate dated 30.09.2021 issued by statutory auditors, there are 7(Seven) equity shareholders of the Transferee Company/Applicant Company No.2 as on 26.11.2021 and the equity shareholder of the Transferee Company/Applicant Company No.1 holding 100% shares has given their consent by way of affidavit to proposed scheme which is attached as Annexure A-14 of the application. The list of secured and unsecured Creditors of Transferee Company/Applicant Company No.2 duly certified by the statutory auditors are attached as Annexure A-15 and A-17 of the application. As per the certificate dated 25.11.2021 issued by statutory auditors, there are 8 (Eight) secured creditors and 38 (Thirty-eight) unsecured creditors as on 30.09.2021. The secured creditors holding 99.69% in value have given their consent by way of affidavits to the purposed scheme and the same are attached as Annexure A-16. The unsecured creditors holding 91.77% in value have given their consent by way of affidavits to the proposed scheme which are part of Annexure A-18 of the application. The list of debenture holders of Transferee Company/Applicant Company No. 2 duly certified by the statutory auditors is attached as Annexure A-19 of the application. As per the certificate, there is 1 (One) debenture holders of the Transferee Company/Applicant Company No.2 as on 30.09.2021 and the sole debenture holders has given their consent by way of affidavit to proposed scheme which is attached as Annexure A-20 of the application.

20. Accordingly, the directions of this Bench in the present case are as under:-

I. In relation to the Transferor Company No.1/Applicant Company No.1:

a) The meeting of the Equity Shareholders of Transferor Company No.1/Applicant Company No.1 are dispensed with keeping in view the shareholding pattern, financial structure of the company and the fact that the consent has been received by way of affidavits.

b) The meeting of the Secured Creditors of the Transferor Company No. 1/Applicant Company No. 1 is dispensed with as it has only 1 (One) Secured Creditor and the No objection Certificate has been received.

c) The meeting of the Unsecured Creditors of the Transferor Company No. 1/Applicant Company No. 1 is dispensed with as it has only 46 (Forty Six) Unsecured Creditors and the consent of Unsecured Creditors having 96.54% in value have been received by way of affidavits.

II. In relation to the Transferee Company/Applicant Company No.2:

a) The meeting of the Equity Shareholders of Transferee Company/Applicant Company No.2 are dispensed with keeping in view the shareholding pattern, financial structure of the company and the fact that the consent by way of affidavits has been received.

b) The meeting of the debenture holders of the Transferee Company/Applicant Company No.2 is dispensed with as it has only 1 (One) Debenture Holder and the consent of sole Debenture Holder have been received by way of affidavits.

c) The meeting of the Secured Creditors of the Transferee Company/Applicant Company No.2 is dispensed with as it has only 8 (Eight) Secured Creditors and the consent of Secured Creditor holding 99.69 % in value have been received by way of affidavits.

d) The meeting of the Unsecured Creditors of the Transferee Company/Applicant Company No.2 is dispensed with as it has 38 (Thirty-Eight) Unsecured Creditors and the consent of Unsecured Creditor holding 91.77% in value have been received by way of affidavits.

21. In view of the above, the First Motion Application stands allowed by giving liberty to the Applicant Companies to file Second Motion Petition with a direction that the Applicant Companies shall make specific prayer for sending notices to the (a) Central Government through Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi, (b) Concerned Registrar of Companies, (c) the Official Liquidator (d) Reserve Bank of India, and (e) Income Tax Authorities by disclosing the PAN numbers of all the Applicant Companies in the title of the Second Motion Petition. The applicant companies shall also file separate affidavits stating the Sectoral regulators governing the respective companies while filing second motion petition.