ORDER

1. The Bench is conveyed by videoconference today (05.01.2023).

2. Heard the Learned Counsel for the Petitioner Companies. No objector has come before this Tribunal to oppose the Composite Scheme of Amalgamation and nor has any party controverted any averments made in the Petitions to the said Scheme.

3. The sanction of the Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013 and the rules framed there under for the Composite Scheme of Amalgamation a of Sunshot Solar Private Limited, the First Transferor Company and TORP Solar Asset Private Limited, the Second Transferor Company with Be Onsite Solar Energy Private Limited, the Transferee Company.

4. The Petitioner Companies have approved the said Composite Scheme of Amalgamation by passing the Board Resolutions dated 13^th May, 2022 which are annexed to the Company Scheme Petition.

5. The Learned Advocate appearing on behalf of the Petitioner Companies states that the Company Scheme Petition have been filed in consonance with the Order passed in the Company Scheme Application No. 187 of 2022 of the Hon’ble Tribunal.

6. The Learned Advocate appearing on behalf of the Petitioner Companies further states that the Petitioner Companies have complied with all requirements as per directions of the National Company Law Tribunal, Mumbai Bench and they have filed necessary affidavits of compliance in the National Company Law Tribunal, Mumbai Bench.

7. The Learned Counsel for the Petitioner Companies states that the Petitioner Company No.1 presently is engaged is business of generating, accumulating, distributing and supplying Solar Energy to Bangalore Airport from onsite Solar Power Project and that the Petitioner Company No.2 presently is engaged in the business of process, manufacture, sell, install, implement, design, market, retail, deal as distributor, agent, concessionaire, service provider, importer, exporter, wholesaler, take over business having similar products, of renewable energy products especially with solar products in various forms, render after sales services of related products and that the Petitioner Company No.3 presently is engaged in the business of supply of energy from solar power and other non-conventional sources and to undertake, assist, promote developmental, scientific, technical, engineering, research activities associated with the generation, transmission and distribution of power derived from nonconventional sources of energy including solar.

8. The rationale for the Scheme of Amalgamation of the Petitioner Companies is in the interest of the stakeholders of these companies and shall result in the following benefits:

a. Consolidation of solar projects carried through multiple entities in a single entity will help in achieving economies of scale and improved organizational efficiency leading to value maximization for the shareholders.

b. Reduction of administrative costs, operative and overhead expenses which would lead to cost efficiency and optimum utilization of the managerial, financial and technical resources; and c. Reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the Transferor Companies and Transferee Company

9. The Regional Director has filed his Report dated 10^th November, 2022 inter-alia making the following observations in Paragraphs 2 (a) to (i) which are reproduced hereunder:

10. The Observations made by the Regional Director have been explained and the clarifications and undertakings given by the Petitioner Companies have been explained in above table. The Ld. Authorized representative for the Regional Director Ms. Rupa Sutar appeared in person and reported that most of the observations made by the Regional Director are routine in nature, and the Regional Director has no serious objection for approving the above Scheme. The clarifications and undertakings given by the Petitioner Companies in response to the said Repo