THE NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCH, CHANDIGARH (Arguments through web-based video conferencing platform)

CP (CAA) No.9/Chd/Hry/2021 (2 nd Motion)

Under Section 230-232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations)

Rules, 2016.

In the matter of Scheme of Amalgamation between:

Green Infra Wind Assets Limited through its Authorized Signatory Sanjay Nagrare having its registered office at

5th Floor, Tower C, Building No. 8, DLF Cybercity, Gurgaon, Haryana-122002 CIN :U45203HR2008PLC078209 PAN: AADCG2997G … Transferor Company No. 1/Petitioner Company No. 1 And Green Infra Wind Limited through its Authorized Signatory Shashidhar Srirambhatla having its registered office at

5th Floor, Tower C, Building No. 8, DLF Cybercity, Gurgaon, Haryana-122002 CIN : U40300HR2011PLC070254 PAN: AAECG1757F .…Transferor Company No. 2/Petitioner Company No. 2 And Green Infra Wind Ventures Limited through its Authorized Signatory Ankur Rajan having its registered office at

5th Floor, Tower C, Building No. 8, DLF Cybercity, Gurgaon, Haryana-122002 CIN : U40101HR2010PLC070260 PAN: AAECG0919M .…Transferor Company No. 3/Petitioner Company No. 3 And Green Infra Wind Technology Limited through its Authorized Signatory Subrat Das having its registered office at

5th Floor, Tower C, Building No. 8, DLF Cybercity, Gurgaon, Haryana-122002 CIN : U40300HR2012PLC070259 PAN: AAECG7452R .…Transferor Company No. 4/Petitioner Company No. 4 And Sembcorp Green Infra Limited through its Authorized Signatory Subrat Das having its registered office at

5th Floor, Tower C, Building No. 8, DLF Cybercity, Gurgaon, Haryana-122002 CIN : U45400HR2008PLC068302 PAN: AADCG1063D .…Transferee Company /Petitioner Company No. 5 Order delivered on: 11.01.2023 Coram: HON’BLE MR. HARNAM SINGH THAKUR, MEMBER (JUDICIAL)

HON’BLE MR. SUBRATA KUMAR DASH, MEMBER (TECHNICAL)

Present:

For the Petitioner Companies: Mr. Aman Bahri, Advocate Mr. Rajat Chopra, Advocate For Income Tax Department : Mr. Yogesh Putney, Senior Standing Counsel Mr. Harveet Singh Sehgal, Advocate Mr. Yatin Chadha, Advocate Per: Harnam Singh Thakur, Member (Judicial)

ORDER

This is a joint second motion company petition filed by the Petitioner-Companies, namely, Green Infra Wind Assets Limited (Transferor Company No. 1/Petitioner Company No. 1), Green Infra Wind Limited (Transferor Company No. 2/Petitioner Company No. 2), Green Infra Wind Ventures Limited (Transferor Company No. 3/ Petitioner Company No. 3), Green Infra Wind Technology Limited (Transferor Company No. 4/Petitioner Company No. 4) and Sembcorp Green Infra Limited (Transferee Company/ Petitioner Company No. 5) under Section 230-232 of the Companies Act, 2013 (the Act) read with Companies (compromises, Arrangements and Amalgamations) Rules, 2016 (the Rules) in relation to the Scheme of Amalgamation between the petitioner companies.

2. The Petitioner Companies have prayed for sanctioning of the Scheme of Amalgamation between the respective companies. The said Scheme is attached as Annexure P-1 of the petition.

3. The first motion application seeking directions for dispensing/convening with the meetings of the equity shareholders, Preference Shareholders, and Secured and Unsecured Creditors of the applicant companies was filed before this Tribunal vide CA (CAA) No.6/Chd/Hry/2020 and based on such an application necessary directions were issued on 19.03.2020. As per the order dated 19.03.2020, the meetings of equity shareholders, preference shareholders of applicant companies No. 1, 2, 3 & 4 and equity shareholders of applicant company No. 5 and unsecured creditors of all the applicant companies were dispensed with for the reasons recorded in the aforementioned order.

4. The main objects, date of incorporation, authorized and paid-up share capital and the rationale of the Scheme have been discussed in detail in the order dated 19.03.2020.

5. In the second motion proceedings, certain directions were issued by this Tribunal by