IN THE NATIONAL COMPANY LAW TRIBUNAL

COURT-V, MUMBAI BENCH

C.P.(CAA)/220/MB/2021

Connected with

C.A.(CAA)/156/MB/2021

In the matter of

the Companies Act, 2013

And

In the matter of Section 230 to 232

of the Companies Act, 2013

and other applicable provisions

of the Companies Act, 2013

and rules framed thereunder

And

In the matter of

Scheme of Arrangement involving demerger

between

Ghodawat Enterprises Private Limited

(“Demerged Company” or “GEPL”)

and

One SGG Ventures Private Limited

(erstwhile known as SDG Finance and Investment

Private Limited)

(“Resulting Company” or “OSVPL”)

and

their respective Shareholders (‘Scheme’)

IN THE NATIONAL COMPANY LAW TRIBUNAL

COURT-V, MUMBAI BENCH

C.P.(CAA)/220/MB/2021 Connected with

C.A.(CAA)/156/MB/2021

Page 2 of 22

Ghodawat Enterprises Private Limited

CIN: U74999PN1995PTC201850

…Demerged Company

One SGG Ventures Private Limited

(erstwhile known as SDG Finance and

Investment Private Limited)

CIN: U17100PN2007PTC130044

…Resulting Company

(Hereinafter to be referred as ‘Petitioner Companies’)

Order delivered on: 24.02.2022

Coram:

Hon’ble Smt. Suchitra Kanuparthi

:

Member (Judicial)

Hon’ble Smt Anuradha Sanjay Bhatia :

Member (Technical)

Appearances (via videoconferencing):

For the Petitioners

:

Mr. Hemant Sethi, Ms Vidisha Poon

Poonja i/b Hemant Sethi & Co.,

Advocates

For the Regional Director (WR)

:

Ms. Rupa Sutar, Deputy Director

Per: Anuradha Sanjay Bhatia, Member (Technical)

ORDER

IN THE NATIONAL COMPANY LAW TRIBUNAL

COURT-V, MUMBAI BENCH

C.P.(CAA)/220/MB/2021 Connected with

C.A.(CAA)/156/MB/2021

Page 3 of 22

1. The Court is convened by videoconference.

2. Heard Learned Counsel for Petitioner Companies. No objector has come before

the Tribunal to oppose the Petition and nor has any party controverted any

averments made in the Petition.

3. The sanction of this Tribunal is sought under Sections 230 to 232 of the Com-

panies Act, 2013 (‘the Act’) and other applicable provisions of the Companies

Act, 2013 and rules framed thereunder for the Scheme of Arrangement involv-

ing demerger between Ghodawat Enterprises Private Limited (“Demerged

Company”) and One SGG Ventures Private Limited (erstwhile known as SDG

Finance and Investment Private Limited) (“Resulting Company”) and their re-

spective shareholders (“Scheme”).

4. The Demerged Company is engaged in multiple businesses which include

wind, trading activities, treasury functions, and also engaged in Aviation Busi-

ness of owning and managing all types of aircrafts used in air transport for all

purpose. The Resulting Company is incorporated with an objective to carryout

multiple businesses which include wind business, realty business, investment

business and trading business.

5. Learned Counsel for the Petitioner Companies submits that the rationale men-

tioned in the Scheme is as under:

Scheme has been drawn upon to achieve the following objectives:

IN THE NATIONAL COMPANY LAW TRIBUNAL

COURT-V, MUMBAI BENCH

C.P.(CAA)/220/MB/2021 Connected with

C.A.(CAA)/156/MB/2021

Page 4 of 22

a) Investment Opportunity: GEPL currently operates in many businesses i.e.

wind, trading activities, treasury functions, Aviation Business etc. The Avi-

ation Business is on a high growth trajectory; accordingly, the Manage-

ment is seeking investor participation for the Aviation Business. Further,

the proposed investor may be willing to be a part of the Aviation Business

only and shall not assign any additional value for the other business held

by GEPL. Thus, the Management of GEPL proposes to separate the other

businesses (“Demerged Undertaking”) (as defined hereunder) along-with

all its related assets and liabilities and thereby retain the Aviation Business

only in GEPL.

b) Segregation of business: Further, t