The Tribunal emphasized the validity of the demerger and amalgamation schemes and the necessity of ensuring stakeholder consent for corporate restructuring under the Companies Act, 2013.

ORDER

1. This is a joint First Motion Application (hereinafter referred to as “Application”) filed by the Companies namely; Okaya Power Private Limited (hereinafter referred to as “Demerged Company”/ “Transferee Company”/ “Applicant Company No. 1”), OPG Mobility and Power Private Limited (hereinafter referred to as “Resulting Company”/ “Applicant Company No. 2”), Sunoxx International Private Limited (hereinafter referred to as “Transferor Company No. 1/ Applicant Company No. 3”) and Okaya Fujikawa Power Private Limited (“Transferor Company No. 2” / “Applicant Company No. 4”) under sections 230 to 232 of the Companies Act, 2013 (hereinafter referred to as the “Act”) and other applicable provisions of the Act read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter referred to as the “Rules”) through their Authorized Representative namely, Mr. Arush Gupta, for Applicant Company No. 1, 3 and 4 and Mr. Naresh Kumar Singhal for Applicant Company No. 2, inter-alia, seeking for dispensing with the requirement of convening the meetings of Equity Shareholders, Secured Creditors and Unsecured creditors of the Applicant Companies for considering and approving with or without modification, a Composite Scheme of Arrangement for Demerger and Amalgamation (hereinafter referred to as “Scheme”). The copy of the Scheme is annexed as Annexure A-1 to the Application.

2. Applicant Company No. 1 or Demerged Company or Transferee Company was incorporated on 29^th July, 1987 under the provisions of erstwhile, the Companies Act, 1956 with the name and style of ‘Extel Systems Private Limited’. Thereafter the Demerged Company changed its name to ‘Arrow International Private Limited’ and a fresh certificate of incorporation was issued on 11^th April, 2002. Subsequently, the name of the Demerged Company was changed to ‘Okaya Power Private Limited’ on 13^th March, 2008. On 28^th March, 2008, the Demerged Company was converted to a public limited company and its name changed to ‘Okaya Power Limited’. Thereafter, OPPL was converted back to private limited company on 22nd July, 2014 with its name changed to ‘Okaya Power Private Limited’. Further, the Regional Director, Northern Region, vide its order dated 8^th August, 2024 approved the shifting of the Registered Office of the Company from New Delhi to Haryana. Presently, the Registered office of the Company is situated at Plot No. 2, Sector 43, Golf Course Road, Galleria DLF-IV, Gurgaon, Haryana- 122009.

2.1. The Demerged Company or Transferee Company is the flagship Company of the group, which is currently engaged in the following businesses:

(a) marketing and selling of diverse range of power backup solutions suitable for various applications including UPS/ Invertors, Invertor Tubular Batteries, Solar Tubular Batteries, brand names, manufactured by other group companies i.e. by the Transferor Companies named as “Battery Business”. Additionally, they have extensive service network to provide timely and reliable after-sales services; and (b) manufacturing of Lithium batteries EV Chargers, EV Components, Electric Three wheelers, Energy storage systems and establishment and operation of charging stations etc. called as “Lithium and Charging Business”.

2.2. The authorized, issued, subscribed and fully paid up share capital of the Applicant Company No. 1 as on 1^st April, 2025 is as under: