IN THE NATIONAL COMPANY LAW TRIBUNAL

BENGALURU BENCH, BENGALURU

(Through Physical Hearing/VC Mode (Hybrid))

C.A. (CAA) No.34/BB/2024

[Application under Sections 230 to 232 r/w Section 66 and other applicable provisions of the Companies Act,

2013 and the Companies (Compromises, Arrangements

and Amalgamations) Rules, 2016 and the National

Company Law Tribunal Rules, 2016]

In the matter of Scheme of Arrangement

Torrid Solar Power Pvt. Ltd.

Having its Regd. Office at: Portion A,

3rd Floor, Achaiah Chetty Arcade,

No.19 Achaiah Chetty Layout, Mekhri

Circle RMV Ex, Bengaluru,

Sadashivnagar- 560080 - Applicant Company

Order delivered on: 05.12.2024

CORAM: 1. Hon’ble Shri K. Biswal, Member (Judicial) 2. Hon’ble Shri Manoj Kumar Dubey, Member (Technical)

PRESENT:

For the Applicant Company : Shri Pawan Jhabakh

O R D E R

Per: K. Biswal, Member (Judicial)

1. The present joint Application bearin g C.A.(CAA) No.34/BB/2024 has been

filed on 19.06.2024 by Torrid Solar Power Pvt. Ltd. (Applicant Company) under Sections 230 to 232 r/w Section 66 and other applicable provisions of the Companies Act, 2013,the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, by, inter alia, seeking for approval of the dispensation of meeting of the Equity Shareholders, Preference Shareholders, Secured and Unsecured Creditors of the Applicant Company. The Scheme of

Arrangement is placed on record at Annexure–A6 to the Application.

2. Brief facts of the case with reference to the Applicant Company as mentioned in the Application which are relevant to the issue in question, are mentioned as under:

a) T he Applicant Company was incorporated on 16.05.2017 under the provisions of Companies Act, 2013 with the CIN: U74999KA2017PTC102966. The registered office of the Company is situated at Portion A, 3^rd Floor, Achaiah Chetty Arcade, No.19 Achaiah Chetty Layout, Mekhri Circle RMV Ex, Bengaluru, Sadashivnagar- 560080.

b) The main objects of the Applicant Company as set out in the Memorandum of Association includes to engage in the business of electric power supply, generation and distribution and establishment of power supply stations and sub stations and works, including building, operating, managing and running them mainly based on non-conventional source of energy of solar power based generation methods by using solar power panels and also to engage in sale and supply of power to end users either directly by laying down of cables, wires and line or thought agencies, including governmental and local government and municipal corporations.

c) The Authorized, Issued, Subscribed and Paid-up Share Capital of the Applicant Company as on 31.12.2023 is under:

Amount in Description INR Authorized Share Capital Equity Share Capital

1,00,000

10,000 Equity Shares of INR 10 each Preference Share Capital

1,99,90,000 Shares of INR 10 each 19,99,00,000 Total 20,00,00,000 Issued, Subscribed and Paid-up Equity Share Capital

10,000 Share of INR 10 each 1,00,000

3. The Board of Directors of the Applicant Company at their respective meetings held on 22.02.2024 approved and adopted the Scheme of Arrangement. As per the scheme the “Effective Date” means the date of coming into effect of the scheme that shall occur on the last of the dates specified in clause 10.5 of the scheme.

4. It is submitted that under the Scheme, it is proposed that the existing

0.01% Optionally Convertible Redeemable Preference Shares held by Refex Green Power Ltd., the Preference Shareholder, be converted into 0.01%

Optionally Convertible Redeemable Debentures.

5. The Rationale and benefits for the Scheme of Arrangement are provided below being the Rationale for the conversion of Optionally Convertible Preference Shares into Optionally Convertible Redeemable Debentures: (i) As per the Solar Policy 2014-21 of the Government of Karnataka, a land-owing farmer (‘Solar Power Developer’) had entered into a Power Purchase Agreement with Bangalore Electricity Supply Company Ltd., a State Governm