IN THE NATIONAL COMPANY LAW TRIBUNAL

AHMEDABAD

DIVISION BENCH

COURT - 1

ITEM No.302

CA(CAA)/13(AHM)2024

Order under Sections 230-232 and read with other applicable provisions of the Companies Act, 2013 read with Companies (Compromises,

Arrangements, and Amalgamations) Rules, 2016]

IN THE MATTER OF:

INFIBEAM AVENUES LIMITED ........Applicants

ODIGMA CONSULTANCY SOLUTIONS PRIVATE LIMITED INFIBEAM PROJECTS MANAGEMENT PRIVATE LIMITED

Order delivered on: 29.04.2024

Coram:

Mr. Shammi Khan, Hon’ble Member(J) Mr. Sameer Kakar, Hon’ble Member(T)

PRESENT:

For the Applicant : For the Respondent :

ORDER

The case is fixed for the pronouncement of the order. The order is

pronounced in the open court, vide separate sheet.

-sd- -sd-

SAMEER KAKAR SHAMMI KHAN

MEMBER (TECHNICAL) MEMBER (JUDICIAL)

IN THE NATIONAL COMPANY LAW TRIBUNAL, DIVISION BENCH - I, AHMEDABAD CA(CAA)/13(AHM)2024 Application under Sections 230-232 and read with other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016]

In the matter of Scheme of Arrangement INFIBEAM AVENUES LIMITED CIN NO: L64203GJ2010PLC061366 Having its registered office at:

28th Floor, GIFT Two Building, Block No. 56, Road-5C, Zone-5, GIFT CITY, Gandhinagar, GJ 382355 … Applicant Demerged Company / Transferor Company ODIGMA CONSULTANCY SOLUTIONS PRIVATE LIMITED CIN NO: U72900GJ2011PLC131548 Having its registered office at: 27th Floor, GIFT Two Builing, Block No 56 Road 5C, Zone 5, GIFT City, Gandhinagar, Gujarat, India, 382355 … Applicant No. 2 / Resulting Company INFIBEAM PROJECTS MANAGEMENT PRIVATE LIMITED CIN NO: U70109GJ2022PTC129384 Having its registered office at:

28th Floor, GIFT Two Building, Block No. 56, Road-5C, Zone-5, GIFT CITY, Gandhinagar, GJ 382355 Applicant No. 3 / Transferee Company and Their Respective Shareholders, Creditors, and Debenture Holders Order Pronounced on 29.04.2024 CORAM:

SH. SHAMMI KHAN, HON’BLE MEMBER (JUDICIAL)

SH. SAMEER KAKAR, HON’BLE MEMBER (TECHNICAL)

For Applicant(s): Mr. Navin Pahwa, Senior Advocate a/w.

Mr. Ravi Pahwa, Advocate

O R D E R

Per: Bench.

1. This is a Joint Company Application Viz., CA(CAA)/13(AHM)/2024 filed by the Applicant Companies, namely Infibeam Avenues Limited (for brevity “Transferor Company ”) and Odigma Consultancy Solutions Private Limited for brevity “Resulting Company”) and Infibeam Projects Management Private Limited (for brevity “Transferee Company”) under section 230-232 of Companies Act, 2013, and other applicable provisions of (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement in nature of Demerger (hereinafter referred to as the “SCHEME”) is proposed by the Applicant Companies. The said Scheme is also appended as “Annexure –k” to the typed set filed along with the Application.

2. This Scheme of Arrangement is aimed to achieve the following objectives:

i. Demerger, transfer and vesting of GTLD Undertaking from the Demerged Company to Resulting Company to result into:

a. Segregation of Demerged Company’s GTLD Undertaking into Resulting Company;

b. Future growth and expansion of the GTLD Undertaking would require differentiated strategy aligned to its industry specific risks, market dynamics and growth trajectory;

c. Allow management of the Resulting Company to pursue independent growth strategies in markets;

d. The proposed re-structuring would create enhanced value for the shareholders through potential unlocking of value through listing of GTLD business as well as business of the Resulting Company on the NSE and BSE;

e. Since both the businesses are having separate growth trajectories, the proposed restructuring would enable both the businesses to pursue their growth opportunities and offer investment opportunities to potential investors;

f. Enhance competitive strength, achieve cost reduction and efficiencies of aforesaid companies and thereby significantly contributing to future growth;

g. Provide scope of collaboration and expansion;

and h. Ration