IN THE NATIONAL COMPANY LAW TRIBUNAL

BENGALURU BENCH, BENGALURU

[Through Physical hearing/VC Mode (Hybrid)]

ITEM No.19

CP (CAA) No.06/BB/2025

IN THE MATTER OF:

Singe Solar Energy Pvt Ltd … Petitioner Order under Section 230-232 of Companies Act, 2013

Order delivered on: 08.08.2025

CORAM:

SHRI. SUNIL KUMAR AGGARWAL

HON’BLE MEMBER (JUDICIAL)

SHRI. RADHAKRISHNA SREEPADA

HON’BLE MEMBER (TECHNICAL)

PRESENT:

For the Petitioner : Shri Pawan Jhabhak

ORDER

1. Heard the Learned Counsel for the Petitioner.

2. C.P (CAA) No.06/BB/2025 is allowed by separate order.

3. File be sent to records.

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RADHAKRISHNA SREEPADA SUNIL KUMAR AGGARWAL

MEMBER (TECHNICAL) MEMBER (JUDICIAL)

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IN THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH, U/s. 230, 231 & 232 r/w Section 66 & other Applicable provisions of the Companies Act, 2013 R/w Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

IN THE MATTER OF:

SINGE SOLAR ENERGY PRIVATE LIMITED Registered Office at: Portion A, 3rd Floor, Achaiah Chetty Arcade, No 19 Achaiah Chetty Layout, Mekhri Circle RMV Ex, Sadashivnagar, Bangalore -560080. … Petitioner Company Order delivered on: 08.08.2025 CORAM: 1. Hon’ble Shri Sunil Kumar Aggarwal, Member (Judicial)

2. Hon’ble Shri Radhakrishna Sreepada, Member (Technical)

PRESENT:

For the Petitioner : Shri Pawan Jhabakh

O R D E R

1. This is a second motion petition filed on 03.01.2025 inter alia seeking that the Scheme, enclosed as Annexure A-5 hereto, be sanctioned by this Hon’ble NCLT with effect from the “Effective Date” (as per Clause 10 of the Scheme), so as to be made binding upon the Equity Shareholders and Optionally Convertible Redeemable Preference Shareholders of the Petitioner Company, namely, Singe Solar Energy Private Limited.

2. The Petitioner Company had filed First Motion Application bearing C.A (CAA) No.

35/BB/2024 before this Tribunal in which meetings dispense with the meeting of the equity shareholders, preference shareholder, secured creditors and unsecured creditors.

3. When the petition was listed on 04.02.2025, through Physical Hearing, the following directions were issued:-

“Petition admitted. The Petitioner Company was directed to publish the notice upon the a) Regional Director (South East Region), Hyderabad; (b) Registrar of Companies, Karnataka, Bengaluru; (c) Jurisdictional Income Tax Authorities by disclosing the PAN numbers of the Applicant Companies; (d) Designated Nodal Officer – Principal Chief Commissioner of Income Tax, Karnataka & Goa; the copy of this Petition by speed post immediately and such other Sectoral Regulator(s); The Petitioner Company were further directed to publish the notice of final hearing in English Daily “Indian Express” and Kannada daily “Kannada Prabha”. Accordingly, the said compliance has been duly completed. Next date of hearing of the above case is fixed on 19.03.2024 for hearing.”

4. Pursuant to the aforesaid notice, Petitioner Company informed that if there is no representation is received within period of 30 days, it shall be presumed that no Authorities have no objection to the proposed Scheme in view of Rule 8 of the Companies Rules, 2016.

5. The main objects, dates of Incorporation, authorized, issued and paid-up share capital, rationale of the scheme and interest of employees have been discussed in detail in the first motion order dated 05.12.2024. The Board Resolution of the Petitioner Company approving the Scheme is Annexure-A3

6. It is submitted that the Certificate of Statutory Auditors of the Transferee Company/Petitioner Company No.1, stating that the accounting treatment contained in Clause 7 of the aforesaid Scheme of Arrangement is in compliance with the applicable Accounting Standards notified by the Central Government under Companies Act, 2013 as Annexure 10

7. The latest audited financial statement as on 31.03.2024 of the Petitioner and the audited Financial Statements as on 31.03.2023 are Annexure A2. The Valuation Report for Amalgamation of the Petitioner Company is Annexure – A4

8. As per the S