THE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH, COURT – I

C.A.(CAA)/169/MB/2024

In the matter of

The Companies Act, 2013;

AND

In the matter of

Sections Section 232 r/w Section 230 and other applicable provisions of the

Companies Act, 2013

read with Companies (Compromises, Arrangements and Amalgamations)

Rules, 2016;

AND

In the matter of

Scheme of Arrangement

Norman Enviro Projects Private Limited

CIN: U37200MH2014PTC256270 …Applicant Company 1/

Transferor Company 1

Norman Alternate Recycling Private

Limited

CIN: U90009MH2017PTC303375 …Applicant Company 2/

Transferor Company 2

Norman Aqua Solutions Private Limited

CIN: U41000MH2011PTC285407 …Applicant Company 3/

Transferor Company 3/

Transferee Company 1

Green Gene Enviro Protection and Infrastructure

Private Limited

CIN: U41000MH2011PTC285407 …Applicant Company 4/

Transferee Company 2

Recycling Solutions Private Limited

CIN: U37100MH2012PTC237696 …Applicant Company 5/

Transferor Company 4

Envoy Carrier Private Limited CIN: U60100MH2012PTC234660 …Applicant Company 6/

Transferor Company 5 GEPIL Infrastructure Private Limited CIN: U45202MH2008PTC270032 …Applicant Company 7/

Transferor Company 6 (Collectively referred to as ‘Applicant Companies’)

Order delivered on :29.10.2024 Coram:

Shri Prabhat Kumar Justice V.G. Bisht (Retd.) Hon’ble Member (Technical) Hon’ble Member (Judicial)

(Appearances)

For the Applicants: Mr. Hemant Sethi, a./w. Ms.

Devanshi Sethi, Advocates

ORDER

1. Heard the Learned Counsel for the Applicant Companies.

2. The present scheme is a Scheme of Arrangement of Norman Enviro Projects Private Limited (‘Transferor Company 1’) and Norman Alternate Recycling Private Limited (‘Transferor Company 2’) with Norman Aqua Solutions Private Limited (‘Transferee Company 1’ or the ‘Transferor Company 3’) and Recycling Solutions Private Limited (‘Transferor Company 4’) and Envoy Carrier Private Limited (‘Transferor Company 5’) and GEPIL Infrastructure Private Limited (‘Transferor Company 6’) with Green Gene Enviro Protection and Infrastructure Private Limited (‘Transferee Company 2’) and their respective shareholders and reduction of Securities Premium Account of the Transferee Company 2 under the provisions of Sections 232 r/w Section 230 and read with Section 52 and Section 66 and other applicable sections and provisions of the Companies Act, 2013 (‘Scheme’).

3. The Board of Directors of the Applicant Companies in their respective meetings held on 02^nd September 2024 has passed a resolution for approving the Scheme. The Appointed Date fixed for the scheme of scheme of arrangement is 1^st April 2024.

4. The Applicant Company 1 is engaged in the business of hazardous waste management related projects and to manage its operations either on its own or by leasing out its assets.

4.1. The Applicant Company 2 is incorporated to do business of operation, setting up and management of alternate fuel and resource facilities (AFRF) including handling, collection, reception, transportation, storage, processing and recycling of hazardous or non-hazardous waste materials.

4.2. The Applicant Company 3 is incorporated to do business of treatment and recycling of waste water generated by the textile industries.

4.3. The Applicant Company 4 is engaged in the business of operation and maintenance of infrastructure facilities in respect of solid waste management system by carrying out preprocessing of waste, making it suitable for use as alternat fuel and disposal through co-processing in cement industries.

4.4. The Applicant Company 5 is engaged in in the business of operations and management of infrastructure facilities in respect of solid waste management system by carrying out pre-

processing of wastes, making it suitable for use as alternate fuel and disposal through co processing in cement industry.

4.5. The Applicant Company 6 is engaged in the business of logistic support system & trading of engineering goods.

4.6. The Applicant Company 7 is engaged in in the business of design and construction of pollution control equipment as well a