ORDER

Per: Prabhat Kumar, Member (Technical)

1. This Bench is convened through Video Conferencing.

2. That the proposed Scheme of Arrangement provides for amalgamation of Tata Capital Financial Services Limited (“First Applicant Company/ Transferor Company No. 1”) and Tata Cleantech Capital Limited (“Second Applicant Company/ Transferor Company No. 2”) with Tata Capital Limited (“Third Applicant Company/ Transferee Company”) and their respective Shareholders (“Scheme” or the “Scheme of Arrangement”) under Sections 232 read with Section 230 read with Section 66 of the Companies Act, 2013.

3. That the registered office of the Applicant Companies is situated in Maharashtra and within the territorial jurisdiction of the Hon’ble Tribunal.

4. Considering the background, circumstances, rationale and benefits of the Scheme, the proposed amalgamation is beneficial, advantageous and not prejudicial to the Shareholders, Creditors and other Stakeholders of the Applicant Companies and is beneficial to the public at large.

5. Ld. Senior Counsel for the Applicant Companies submits that the Applicant Companies have prayed for convening and holding a meeting of the Equity Shareholders of the Third Applicant Company, through Video Conferencing ("VC") or Other Audio-Visual Means ("OAVM”) on September 14, 2023 and/or September 15, 2023 or any adjourned dates thereof, for the purpose of considering and if thought fit, approving, with or without modification(s), the proposed Scheme and for issuing appropriate directions incidental for holding of such meeting.

6. Ld. Senior Counsel for the Applicant Companies further submits that the Applicant Companies have prayed for convening and holding a meeting of the Cumulative Redeemable Preference Shareholders of the Third Applicant Company, through Video Conferencing ("VC" or Other Audio-Visual Means ("OAVM”) on September 14, 2023 and/or September 15, 2023 or any adjourned dates thereof, for the purpose of considering and if thought fit, approving, with or without modification(s), the proposed Scheme and for issuing appropriate directions incidental for holding of such meeting.

7. The Ld. Senior Counsel for the Applicant Companies submits that The First Applicant Company and Second Applicant Company has obtained the Consent Affidavit of all their Equity Shareholders, which is annexed to the Company Scheme Application. Thus, the meeting of the Equity Shareholders of the First Applicant Company and Second Applicant Company is not required to be convened in view of the above-mentioned consents.

8. This Bench hereby dispenses with the convening of meeting of the Equity Shareholders First Applicant Company and Second Applicant Company in view of Affidavit consenting to the Scheme having been placed on record.

9. Accordingly, this Bench hereby directs that a meeting of the Equity Shareholders and the Cumulative Redeemable Preference Shareholders of the Third Applicant Company be convened and held through VC/ OAVM, on September 14, 2023 and/or September 15, 2023 or any adjourned dates thereof, for the purpose of considering and if thought fit, approving, with or without modification(s), the proposed Scheme.

9.1 In light of the circulars issued by the Ministry of Corporate Affairs ("MCA Circulars”), it is directed that the voting by the Equity Shareholders and Cumulative Redeemable Preference Shareholders of the Third Applicant Company shall be carried out through remote e-voting and e-voting at the time of the VC/ OAVM convened meeting.

9.2 At least 30 (thirty) clear days before the aforesaid meeting of the Equity Shareholders and Cumulative Redeemable Preference Shareholders of the Third Applicant Company be held as aforesaid, a notice convening the said meeting, indicating the date and time, containing instructions with regard to remote e-voting and e- voting at the time of the VC/ OAVM meeting, together with a copy of the Scheme, a copy of the Explanatory Statement required to be sent pursuant to Section 102 read with Sec