IN THE NATIONAL COMPANY LAW TRIBUNAL

COURT NO. V, NEW DELHI

CA (CAA) No. - 22/(ND)/2025

IN THE MATTER OF SECTION 230 READ WITH SECTION 66 OF THE

COMPANIES ACT, 2013

Section 230 read with Section 66 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements, and Amalgamations)

Rules, 2016.

IN THE MATTER OF SCHEME OF ARRANGEMENT

OF

YAMAHA MOTOR INDIA PRIVATE LIMITED

First Floor, The Great Eastern Centre,

70 Nehru Place, Behind IFCI Tower,

South Delhi, New Delhi, India - 110019.

…..Applicant Company

CORAM:

SHRI MAHENDRA KHANDELWAL, HON’BLE MEMBER (JUDICIAL)

DR. SANJEEV RANJAN, HON’BLE MEMBER (TECHNICAL)

Order Delivered on: 21.03.2025

PRESENT:

For the Applicant : For the Respondent :

O R D E R

PER: MAHENDRA KHANDELWAL, MEMBER (JUDICIAL)

1. This is an application filed by the applicant company herein, Yamaha Motor

India Private Limited (For Brevity “Applicant Company”), under Section 230 read with Section 66 of the Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements

and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement (hereinafter referred to as the “SCHEME”) proposed between the applicants.

2. The Applicant Company, Yamaha Motor India Private Limited (CIN U74900DL1995PTC073540) was incorporated under the provisions of the Companies Act, 1956, as a private limited company vide Certificate of Incorporation dated 01.11.1995 with Registrar of Companies, NCT of Delhi & Haryana. The registered office of the company is First Floor, the Great Eastern Centre, 70 Nehru Place, behind IFCI Tower, South Delhi, New Delhi, India - 110019. The Authorized Share Capital of the Applicant Company is Rs. 763,00,00,000/- divided into 35,00,00,000 Equity Shares of Rs. 10/- each, 1,13,00,000, 7.75% Redeemable Non-Cumulative Preference shares of Rs.100 each and 3,00,00,000 10.25% Redeemable Non-Cumulative Preference shares of Rs. 100 each. The present issued, subscribed and paid-up share capital of the Applicant Company is Rs. 705,60,00,000 /- divided into 32,70,00,000 Equity Shares of Rs. 10/- each, 78,60,000, 7.75% Redeemable Non-Cumulative Preference shares of Rs.100 each and 3,00,00,000 10.25% Redeemable Non-

Cumulative Preference shares of Rs. 100 each.

3. The Applicant Company, vide their meeting of the Board of Directors held on

20.11.2024 have unanimously approved the proposed Scheme of Arrangement as contemplated above. Copies of said resolutions passed in the said board meetings have been placed on record. Affidavit in support of the above application sworn by Mr. Atsushi Nagashima being the authorized signatory of the Applicant Company, who has been authorized vide Board Resolution dated 20.11.2024 for the Applicant Company, was duly filed, along with the application. It was also represented that the registered office of the Applicant Company is under the domain of Registrar of Companies, NCT of New Delhi &

Haryana and therefore within the territorial jurisdiction of this Tribunal.

4. The Applicant Company have filed its Memorandum and Articles of Association inter alia delineating their object clauses, as well as their last Audited Annual Accounts for the Financial Year 31.03.2023 along with provisional financials as on 31.12.2024.

5. It has been stated that the Applicant Company has two Equity Shareholders and one Preference Shareholder. Certificate from Company Secretary certifying list of shareholders was annexed and the consent affidavits by the Equity Shareholders and Preference Shareholder to the proposed Scheme were also annexed to the application. It was further represented that the Applicant Company has nil Secured Creditor and Eight Unsecured Creditors and consent/no-objection affidavit of 3 unsecured creditors representing 90% of the outstanding amount of debt are annexed to the application. Certificate from Chartered Accountant certifying that the Applicant Company has nil Secured Creditor and Eight Unsecured Creditor wa