IN THE NATIONAL COMPANY LAW TRIBUNAL

SPECIAL BENCH – II, CHENNAI

CA(CAA)/32/(CHE)/2024

(filed under Section 230 of the Companies Act, 2013 read with Companies (Compromises,

Arrangements and Amalgamations), 2016)

In the matter of Scheme of Amalgamation

IND ECO VENTURES LIMITED (CIN: U24231TN1982PLC009345)

KOTHARI BUILDING,

4TH FLOOR, 114,

M G ROAD, NUNGAMBAKKAM

CHENNAI-600034 …Applicant/ Transferor Company

With

INDOWIND ENERGY LIMITED (CIN: L40108TN1995PLC032311)

KOTHARI BUILDING,

4TH FLOOR, 114,

M G ROAD, NUNGAMBAKKAM

CHENNAI -600034 … Applicant/ Transferee Company

And

Their Respective Shareholders & Creditors REGISTRAR OF COMPANIES CHENNAI

26, HADDOWS ROAD,

NUNGAMBAKKAM,

CHENNAI - 600034 … Respondent

Order Pronounced on 2nd September 2024

CORAM

SHRI JYOTI KUMAR TRIPATHI, MEMBER (JUDICIAL)

VENKATARAMAN SUBRAMANIAM , MEMBER (TECHNICAL)

For Applicants: R Kannan & Aishwarya

ORDER

1. Under consideration is a joint application filed by the Applicant Companies, namely IND ECO VENTURES LIMITED (for brevity “Transferor Company”), INDOWIND ENERGY LIMITED (for brevity “Transferee Company”), in relation to a Scheme of Amalgamation (hereinafter referred to as the “SCHEME”) under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The said Scheme is appended as Annexure –A to the Company Application filed.

2. The Applicant Companies have sought the following reliefs;

EQUITY SECURED UNSECURED SHAREHOLDERS CREDITORS CREDITORS TRANSFEROR To dispense with To dispense with To dispense COMPANY the meeting the meeting with the meeting TRANSFEREE To dispense with To dispense with To dispense COMPANY the meeting the meeting with the meeting

3. Two individual Affidavits verifying that the Application are sworn for and on behalf of the Companies by one Mr.Dinakar, in his capacity of Authorised signatory of the Transferor Company and by one Mr. N.K. Haribabu , in his capacity of Authorised signatory of the Transferee Company. It is also represented that the registered office of the Applicant Companies are situated within the jurisdiction of Registrar of Companies, Chennai, Tamilnadu.

4. In the Certificate of Incorporation filed, it is stated that the Transferor Company was originally incorporated under the provisions of Companies act 1956. The company was formerly known as MSKV Remedies Limited the name of the company was changed to Ind Eco Ventures Limited on 22.05.2008. The main objective of the company is to Carry on the business of generation energy from wind using Wind Mills, Wind Turbines, Biomass, Solar, Municipal waste, Bio-diesel and other equipments to sell, distribute, supply and share the energy to Governments, Companies, Industries, Electricity boards and Individuals according to the Law for the time being in force and also for self consumption. The Registered office of the company is situated at kothari building, 4th floor 114, M G road, Nungambakkam, Chennai 600034. The Authorized, issued, subscribed and Paid-up share capital of the Applicant Company as on date of approval of scheme is as follows:

5. In the certificate of Incorporation filed, it is stated that the Transferee Company is a Public Limited company incorporated under the provisions of Companies Act, 1956 on 19.07.1995. The main object of the company is to carry on the business To carry on the business of generating energy from wind using Wind Mills, Wind Turbines and other Equipments and to sell, distribute, supply and share the energy to Governments, Companies, Industries, Electricity Boards and Individuals according to the Law for the time being in force and also for self- consumption. The Registered office of the company is situated at kothari building, 4th o, floor 114, M.G road, Nungambakкам, Chennai-600034. The Authorized, issued, subscribed and Paid- up share capital of the Applicant Transferee Company as on date of approval of the scheme by board of directors:

6. The Applica