MUMBAI BENCH I

In the matter of Sections 271 to 272 and other

applicable provisions of the Companies Act,

2013; AND

In the matter of winding up of Yala Construction Co Private Limited under the provisions of Section 271(1)(a) and 272 under Chapter XX of the Companies Act, 2013, AND In the matter of special resolution dated 13^th November 2020 passed by Yala Construction Co Private Limited under Section 271(1)(a) of the Companies Act, 2013 resolving to wind up the

company by the Tribunal

Yala Construction Co Private Limited

......Petitioner Company/ Transferor Company

Order Pronounced on 10.11.2025

Coram :

Shri. Prabhat Kumar Shri Sushil Mahadeorao Kochey

Hon’ble Member (Technical) Hon’ble Member (Judicial)

Appearances :

For the Petitioner Company : M/s Khaitan & Co.

ORDER

1. The present petition seeks winding up of Yala Construction Co Private Limited under the provisions of Section 271(1)(a) and 272 under Chapter XX of the Companies Act, 2013 having CIN: U45201MH2000PTC289581 (“Petitioner Company/ Transferor Company”) and the rules and regulations made thereunder.

Brief Facts/ Submissions by The Petitioner Company:

2. The Petitioner Company was incorporated on 04.02.2000 under the provisions of the Companies Act, 1956 as a private company limited by shares having its registered office at IL&FS Financial Centre, Plot C-22, G Block Bandra Kurla Complex, Bandra- East Mumbai, Mumbai city MH 400051 IN. The authorised share capital of the Petitioner Company is Rs. 12,00,00,000/-(Rupees Twelve Crore Only). The paid-up capital of the Company is Rs. 1,00,000/- (Rupees One Lakh Only).

3. The Infrastructure Leasing & Financial Services Limited (hereinafter “IL&FS”) holds 71.92% equity shares in ITNL, which in turn holds 96.03% equity shareholdings in the Petitioner Company. Further ITNL holds 100% equity shares in Elsamex Maintenance Services Limited (hereinafter “EMSL”) which in turn holds the remaining 3.97% equity shareholding in the Petitioner Company.

4. The company was primarily engaged in the business of micro-surfacing on roads, highways & airports. ‘Micro-surfacing’ work was the major business activity carried out by Yala. However, from financial year 2016-17, all the ‘Micro-Surfacing’ business was being undertaken by Elsamex Maintenance Services Limited and hence, Yala completely stopped undertaking ‘Micro-Surfacing’ works.

5. It is submitted that no divestment process has been undertaken by the IL&FS Board in respect of the Petitioner Company. The resolution consultant to the Board Alvarez and Marsal India Private Limited (“A&M”) has recommended vide email dated 17.11.2020 closure of the Petitioner Company by filing an application for summary winding up under Section 271 & 272 of the Act.

6. The Board of Directors of Yala vide resolution dated 13.11.2020 accorded their approval for filing of an application for summary liquidation and winding up under Section 271 & 272 of the Act.

7. The Petitioner Company is the wholly owned subsidiary of IL&FS Transportation Networks Limited (hereinafter “ITNL”). Therefore, the Board of Directors of ITNL in their meeting held on 17.11.2020 also granted their approval to the decision of the Board of Directors of the Petitioner Company for filing requisite applications for the proposed winding-up process.

8. Thereafter, the Board of Infrastructure Leasing & Financial Services Limited (hereinafter “IL&FS”) vide resolution dated 19.11.2020 accorded its consent to the decision of the Board of Directors of Yala for filing requisite applications before the appropriate judicial forum may be necessary for the proposed initiation of summary winding up process with respect to the Petitioner Company under the relevant provisions of law. The said resolution stated that the said application for winding up would be subject to the approval of Hon’ble Justice (Retd.) D.K. Jain, in view of the orders dated 15.10.2018 and 08.08.2019 of the National Company Law Appellate Tribunal(“NCLAT”) in Company Appeal (AT) No. 347 of 2018.

9. Hon