THE NATIONAL COMPANY LAW TRIBUNAL

CHANDIGARH BENCH (COURT-I), CHANDIGARH

Withdrawal of Voluntary Liquidation

[Under Section 59 read with the Insolvency & Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 and pursuant to the provisions of Section 60(5) and other applicable provisions of the

Insolvency and Bankruptcy Code, 2016 read with NCLT Rules, 2016]

IN THE MATTER OF:

M/s Enel Vayu (Project 2) Private Limited

Between:

M/s. ENEL GREEN POWER INDIA PRIVATE LIMITED

Shareholder of Enel Vayu (Project 2) Private Limited

14^th Floor, Tower B, Vatika Towers, DLF Golf Course Road,

Suncity, Sector 54, Gurugram-122 003 (Haryana)

Represented by Authorised Representative

…Applicant

Versus

MR. SUMAN KUMAR VERMA

Voluntary liquidator of Enel Vayu (Project 2) Private Limited

Plot No. WZ-D-9, Kh No.83/14, Gail No.5,

Mahavir Enclave, Palam Colony, New Delhi – 110045

…Respondent

Order delivered on: 01.07.2025

Coram: HON’BLE SH. HARNAM SINGH THAKUR, MEMBER (JUDICIAL)

HON’BLE SH. SHISHIR AGARWAL, MEMBER (TECHNICAL)

Present:

For the Applicant : Mr. Mohit Chaurasia, Mr. Ashutosh Gupta, Mr. Gaurav Rana & Mr. Ajitesh Kumar Advocates For the Respondent : Mr. Suman Kumar Verma, Liquidator Per: SH. HARNAM SINGH THAKUR, MEMBER (JUDICIAL)

SH. SHISHIR AGARWAL, MEMBER (TECHNICAL)

ORDER

The instant application is filed by the Shareholder of Enel Vayu (Project 2) Private Limited named ENEL Green Power India Private Limited (Applicant) under Section 59, 60(5) and other applicable provisions of the Insolvency and Bankruptcy Code, 2016, read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process)

Regulations, 2017 with a prayer for withdrawal of voluntary liquidation of the Company.

2. Brief facts of the case are as follows:

2.1 The Company was incorporated under the provisions of the Companies Act, 1956 on 26.06.2012 with the object to carry on the business of providing and generating renewable power.

2.2 The authorised, issued, subscribed and paid-up share capital of the Company is as follows:

Particulars Amount (in Rs.) Authorised Share Capital 1,00,000/-

Issued Subscribed and Paid –up Share Capital 1,00,000/-

The Company is Wholly Owned Subsidiary of M/s. ENEL Green Power India Private Limited. Subsequent to liquidation commencement date i.e., 23.01.2023, there has been no change in the share capital of the Company till the date of filing of this Application.

(Certified true copy of the audited financial statement for the financial year ended 31^st March, 2021 and 31^st March, 2022 of the Company are enclosed at Annexure P/3-page Nos. 13-57 of the application).

2.3 The management of the Company decided to wind up the affairs of the Company by passing a resolution for voluntary liquidation of the Company in Board Meeting held on 28.12.2022 to eliminate the operating expenses being incurred by the Company for forthcoming Financial Year(s) and also recommended the appointment of Mr. Suman Kumar [having IBBI Regn. No. IBBI/IPA-003/IPA-N00342/2021-2022/13657] as Liquidator of the Company.

(Certified true copy of the Resolution of the Board meeting is enclosed at Annexure P/4-page Nos. 58-59 of the application).

2.4 At the Extraordinary General Meeting (EGM) held on 23.01.2023, Members of the Company (holding 100% shares) approved the voluntary liquidation of the Company and appointed Mr. Suman Kumar as Liquidator of the Company of the Company.

(Copy of the special resolution along with the explanatory statement is enclosed at Annexure-P/5-page Nos. 60-62 of the application).

2.5 It is submitted that there were no employees and workmen compensation dues against the Company at the time of commencement of liquidation.

2.6 The Liquidator published a public announcement of the commencement of liquidation in Form-A in Newspapers named Financial Express (English Edition) and Janasatta (Hindi Edition) on 26.01.2023. The public announcement was also uploaded on the website vide email dated

03.02.2023.

(Copy of the public announcement in Form A along with its publicati