The National Company Law Tribunal (NCLT), Mumbai Bench, Court-I, has approved the composite scheme of arrangement for the merger of Piramal Enterprises Limited (PEL) with Piramal Finance Limited (PFL), formerly known as Piramal Capital & Housing Finance Limited.
The application, sought approval for the composite scheme of arrangement under Sections 232, 230, 52, and 66 of the Companies Act, 2013. The scheme involves the amalgamation of PEL into its wholly-owned subsidiary, PFL, and the subsequent issuance of merger consideration shares to PEL shareholders.
The merger specifies that it aims to streamline operations, comply with Reserve Bank of India (RBI) regulations, and unlock greater shareholder value. “A key driver for the merger stems from the RBI's stipulations that only one entity within the Piramal Group can hold a Non-Banking Financial Company - Investment and Credit Company (NBFC-ICC) license. PFL recently converted its Housing Finance Company (HFC) license to an NBFC-ICC license. Furthermore, PFL has been identified as an upper-layer NBFC and is required to be listed on stock exchanges by September 30, 2025, as per RBI guidelines,”says the order copy.
The NCLT has ordered meetings of PEL's equity shareholders and secured creditors to be convened within 60 days to consider and approve the proposed scheme via video conferencing (VC) and/or other audio-visual means (OAVM). Remote e-voting facilities will be provided.
