IN THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

[Through Physical hearing/VC Mode (Hybrid)]

ITEM No.20

C.P. (CAA) No.07/BB/2025

IN THE MATTER OF:

M/s. Scorch Solar Energy Pvt. Ltd. … Petitioner

Petition under Section 230-232 of the Companies Act, 2013

Order delivered on: 24.09.2025

CORAM:

SHRI SUNIL KUMAR AGGARWAL

HON’BLE MEMBER (JUDICIAL)

SHRI RADHAKRISHNA SREEPADA

HON’BLE MEMBER (TECHNICAL)

PRESENT:

For the Petitioner : Shri Pawan Jhabakh

ORDER

1. Heard Ld. Counsel for the Petitioner.

2. C.P. (CAA) No.07/BB/2025 is allowed and disposed of vide separate

Order. File be consigned to record room.

-Sd- -Sd-

RADHAKRISHNA SREEPADA SUNIL KUMAR AGGARWAL MEMBER (TECHNICAL) MEMBER (JUDICIAL)

Shruthi

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:

Scorch Energy Private Limited Portion A, 3rd Floor, Achaiah Chetty Arcade, No 19 Achaiah Chetty Layout, Mekhri Circle Rmv Ex, Bangalore, Sadashivnagar-560080. … Petitioner Company Order delivered on: 24.09.2025 CORAM: 1. Hon’ble Shri Sunil Kumar Aggarwal, Member (Judicial)

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

PRESENT:

For the Petitioner Company : Shri Pawan Jhabakh For the IT Department : Shri Ganesh R Ghale For the ROC : Shri Vinayaka

O R D E R

1. This is a Second motion petition filed on 03.01.2025 inter alia seeking for the sanction of Scheme of Arrangement of the Petitioner Company w.e.f. that the Scheme, enclosed as Annexure A-5, be sanctioned by this NCLT with effect from the ‘Effective Date’ (as defined in Clause 10 of the Scheme), and that the same shall be binding on the Equity Shareholders and the Optionally Convertible Redeemable Preference Shareholders of the Petitioner Company, namely, Scorch Energy Private Limited.

2. The Petitioner Company had filed First Motion Application bearing C.A (CAA)

No. 33/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:-

“In addition to the above public notice, each of the Petitioner Company shall serve the notice along with copy of the Petition on the following Authorities namely, (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; (f) 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) who may govern the working of the respective Companies involved in the Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, with a direction that they may submit their representation, if any, within 30 (thirty) days from the date of receipt of such notice, failing which it will be presumed that the said Authority has no representation to make to the Scheme.”

4. Pu rsuant to the aforesaid notice, the Petitioner Company complied with the directions of this Tribunal. The said order further provides that, in case no response is received by the Tribunal from the aforesaid Authorities within 30 days of receipt of the notice, it shall be presumed, in view of Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, that the Authorities have no objection to the proposed Scheme.

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