Indowind Energy Ltd. — M&A Activity 2026

Mar 13, 2026

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13[th] March, 2026

BSE LIMITED NATIONAL STOCK EXCHANGE

The General Manager, OF INDIA LIMITED The Corporate Relation Department, Listing Department Phiroze Jeejoybhoy Tower, Exchange Plaza, Bandra Kurla 44+ Floor, Dalal Street, Complex, -Bandra (E), Mumbai — 400 001 Mumbai — 400 051 Scrip Code: 532894 NSE Symbol: INDOWIND

Dear Sir / Madam,

Sub: Sanction of the Scheme by the Hon’ble National Company Law Tribunal (“NCLT”) [Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

Ref: Scheme of Amalgamation between M/s. Indowind Energy Limited (‘Transferee’) and M/s. Ind Eco Ventures Limited (‘Transferor’) and their respective shareholders, pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013. (“Scheme”)

This is to inform you that the Hon’ble National Company Law Tribunal (NCLT), Chennai Bench, has approved the Scheme of Amalgamation of M/s. Indowind Energy Limited (‘Transferee’) with its wholly owned subsidiary - M/s. Ind Eco Ventures Limited (‘Transferor’) through its order dated March 10, 2026. The NCLT order was received on March 12, 2026 is enclosed herewith.

The merger will take effect from the appointed date as specified in the scheme, upon filing of the NCLT order with the Registrar of Companies through e-form INC-28. The Transferor Company shall stand dissolved thereafter.

We request you to kindly take on record the above compliance.

Thanking you,

For INDOWIND ENERGY LIMITED

B Digitally signed by B Sharath Sharath

B Sharath

Company Secretary & Compliance Officer

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NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH, COURT – II CHENNAI

ATTENDANCE CUM ORDER SHEET OF THE HEARING OF NATIONAL COMPANY LAW TRIBUNAL, CHENNAI BENCH, HELD ON 10.03.2026 AT 10.30 A.M. THROUGH VIDEO CONFERENCING:

----------------------------------------------------------------------------------------------------------------

SHRI. RAVICHANDRAN RAMASAMY, HON'BLE MEMBER (TECHNICAL)

---------------------------------------------------------------------------------------------------------------PETITION NUMBER : CP/CAA/65/2024 APPLICATION NUMBER : CA(CAA)/32/2024 NAME OF THE APPLICANT : Ind Eco Ventures Ltd NAME OF THE RESPONDENT(S) : ROC, Chennai UNDER SECTION : Sec 230-232 of CA, 2013 ---------------------------------------------------------------------------------------------------------------ORDER

Vide separate order pronounced in open court, C.P.(CAA)/65(CHE)2024

is Allowed.

Sd/Sd/RAVICHANDRAN RAMASAMY JYOTI KUMAR TRIPATHI Member (Technical) Member (Judicial)

jp

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IN THE NATIONAL COMPANY LAW TRIBUNAL, DIVISION BENCH - II, CHENNAI

CP (CAA) / 65 (CHE) / 2024

In

CA (CAA) / 32 (CHE) / 2024

(Filed under Sections 230 to 232 of the Companies Act, 2013)

In the matter of Scheme of Arrangement and Amalgamation between Ind Eco Ventures Limited (Transferor Company) and Indowind Energy Limited (Transferee Company) and their respective Shareholders and Creditors and their respective Shareholders

IND ECO VENTURES LIMITED,

CIN: U24231TN1982PLC009345, Having its Registered Office at Kothari Building, 4[th] Floor, 114, M G road, Nungambakkam, Chennai, Tamil Nadu – 600 034,

... 1[st] Petitioner / Transferor Company

With

INDOWIND ENERGY LIMITED,

CIN: L40108TN1995PLC032311, Having its Registered Office at Kothari Building, 4[th] Floor, 114, M G road, Nungambakkam, Chennai, Tamil Nadu – 600 034,

...2[nd] Petitioner / Transferee Company

Order Pronounced on 10[th] March 202

CORAM

Shri. JYOTI KUMAR TRIPATHI, MEMBER (JUDICIAL) Shri. RAVICHANDRAN RAMASAMY, MEMBER (TECHNICAL)

- Present:

For Petitioner : Mr. R. Kannan, Advocate For Income Tax Depart. : Mr. Raj Jhabakh For Official Liquidator : Mr. B. Palani For Reginal Director : Mr. Avinash Krishnan Ravi

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ORDER

(Hearing Conducted though Hybrid Mode)

1. This Joint Company Petition has been filed by IND ECO VENTURES LIMITED (hereinafter referred as 1[st] Petitioner Company / Transferor Company), and INDOWIND ENERGY LIMITED (hereinafter referred as Petitioner Company / Resulting Company / Transferee Company) under section 230-232 of the Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity ‘the Rules’) for approval of the Scheme of Amalgamation ( hereinafter referred to as the ‘ SCHEME’ ) proposed between the Petitioners Company.

2. 1[ST] MOTION APPLICATION

The Petitioner Companies had filed First Motion Application vide CA (CAA) / 32 (CHE) / 2024 and sought directions for Dispensation/ Convening the meeting of its Members/ Shareholders and Creditors regarding approval of the proposed Scheme. Based on the submissions, this Tribunal vide Order dated 02.09.2025 has ordered to dispense of the meetings of Equity Shareholders/ Members, Secured & Unsecured Creditors of the Petitioner Companies.

1. SCHEME SUMMARY

The Scheme provides for the Amalgamation of M IND ECO VENTURES LIMITED With INDOWIND ENERGY LIMITED their respective Shareholders and Creditors. Both the Petitioner Companies come under the jurisdiction of this Tribunal.

1. RATIONALE OF THE SCHEME

The rationale and benefits of the Scheme are briefed in Clause C and D of the Preamble of the Scheme as follows,

RATIONALE FOR THE SCHEME OF AMALGAMATION:

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a) simplification of the holding structure of Transferee Company which would provide the combined ability to integrate and innovate the offerings of the Transferee Company which shall result in building a sustainable business;

b) access to new markets, customers and channels which would lead to an increase in market penetration and market competitiveness of the Transferee Company;

c) reduction in management overlaps and elimination of legal and regulatory compliances and associated costs thereof;

d) optimisation of the allocated capital & availability of funds that can be deployed more efficiently to pursue operational growth opportunities;

f) savings of operational costs which has become critical for long-term sustainability and will also lead to optimum utilization of resources;

g) elimination of the need for inter-company transactions between the Transferor Company and the Transferee Company; and

h) post scheme, the Transferee Company would be in a better position to support and finance the organic and inorganic expansion of the businesses.

It is stated that the Board of Directors of both the Petitioner Companies have proposed the Scheme of Amalgamation. This Scheme provides for various . other matters consequential or otherwise integrally connected herewith

1. In the second motion Petition filed by the Petitioner Companies, this Tribunal vide order dated 11.12.2024 directed the Petitioner Companies to issue notice to the Statutory / Regulatory Authorities concerned as well as directed to issue paper publication.

2. In compliance with the said directions issued by this Tribunal, the Petitioner Companies effected paper publications in “Trinity Mirror” in English (All India Edition) and “Makkal Kural” in Tamil (Tamil Nadu Edition). The notices were also served to

3. (i) Regional Director, Southern Region, Chennai,

4. (ii) Official Liquidator,

5. (iii) Registrar of Companies, Chennai,

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• (iv) Income Tax Department,

• (v) Securities and Exchange Board of India (SEBI),

• (vi) National Stock Exchange of India (NSE),

• (vii) BSE Limited (BSE) and other regulators

Pursuant to the service of notice of the petitions, the following statutory authorities have responded.

8 . STATUTORY / REGULATORY AUTHORITIES

8.1. REGIONAL DIRECTOR

8.1.1. The Regional Director (RD), Southern Region to whom the notice was served, has filed its report on 04.03.2025 and has expressed its ‘Observations’ in an interim report as follows,

“3) It is further submitted that Clause 1.1(d) of Part-A of the Scheme provides the appointed date as 1st April, 2023.

4) It is further submitted that Transferee Company is listed entity and listed on BSE and NSE.

5) It is respectfully submitted that the Hon'ble NCLT, Chennai Bench vide its order dated 2.9.2024 in CA(CAA)/32/(CHE)/2024, has dispensed with holding of meeting of shareholders of Transferor Company as all the shareholders have consented to the proposed Scheme of Amalgamation.

….

11) I t is respectfully submitted that clause 3 of Part-B of the Scheme it provides that the Transferor Company is a wholly-owned subsidiary of the Transferee Company and Transferee Company along with its nominee shareholders hold all the equity shares issued by the Transferor Company. On amalgamation of the Transferor and Transferee Company, no shares shall be issued or allotted in respect of the holding of the shares by the Transferee Company in Transferor Company. upon the scheme becoming effective, the share certificates, if any, and or the shares in an electronic form representing the shares held by the Transferee Company in the Transferor Company shall stand cancelled and extinguished without my further application, act, or deed for cancellation thereof by Transferee Company.

12) It is respectfully submitted that Clause 5 of Part-C of the Scheme provides that upon the Scheme becoming effective, since the transaction involves entities that are

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ultimately controlled by the same party before and after the transaction, the Transferee Company shall account for amalgamation in its books of account in accordance with Appendix-C 'Business combinations of entities under common control of the Indian Accounting Standard (Ind AS) 103 for Business Combination prescribed under Section 133 of the Companies Act, 2013, as notified under the Companies (Indian Accounting Standard) Rules, 2015 and generally accepted accounting principles, as may be amended from time to time.

13) It is respectfully submitted that clause 13 of Part-D of the Scheme provides that upon the scheme becoming effective, all staff, workmen and employees of the Transferor Company, in service on such date, shall become the staff and employees of Transferee Company without any interruption or break in their service and on the basis of continuity of service and terms and conditions of their employment with Transferee Company shall not become favourable than those applicable to them with reference to Transferor Company.

14) It is respectfully submitted that clause 12 of Part-D of the Scheme provides that upon the scheme becoming effective, the Transferor Company shall be dissolved without winding up on the effective date.

15) It is respectfully submitted that the report of RoC, Chennai is awaited. On receipt of the Report of ROC further report in the matter will be submitted including the status of prosecution / technical scrutiny / inspection / complaints pending against the Transferor and Transferee Company. However, as per available records of this Directorate, an Inquiry under Section 206(4) of the Companies Act, 2013 was ordered against the Transferor Company in the year 2019 and Inquiry report was submitted was submitted to the Ministry and Instruction received from the .Ministry has been conveyed to the ROC. The status of Action taken against the company is yet be received. Therefore, it is requested that the Hon’ble NCLT, Chennai Bench may kindly permit this Directorate to file further report on the scheme of Amalgamation on receipt of report from RoC, Chennai.

17) In view of the above, the Hon’ble Tribunal may be pleased to permit the Regional Director, Southern Region, Chennai to file a further report on receipt of the report from Roc, Chennai and thereafter Tribunal may dispose of the matters on merits and pass such order/orders as deemed fit and proper.”

8.1.2. The Regional Director (RD), Southern Region has filed its report on

20.05.2025 and has expressed its ‘Observations’ as follows,

“3) It is further submitted that since the report of Roc, Chennai was awaited, an Interim report dated 5.3.2025 was filed before the Hon'ble NLCT, Chennai Bench on

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5.3.2025. Copy of the said Interim report is attached herewith for kind perusal of the Hon'ble Tribunal and the same may be read as part and parcel of this report.

4) It is further submitted that a letter dated 5.3.2025 received from Roc, Chennai on the above proposed Scheme of Amalgamation under Section 230-232 of the Companies Act, 2013. It is stated that an Inquiry under Section 206(4) of the Companies Act, 2013 was ordered against the Transferor Company M/s. Indo Eco Ventures Limited in the year 2019 and Roc, Chennai has observed violations of Section 118(10), 134(3), 143(3), 77, 82, 12(2), 186, 129 read with Schedule-III Division I Part | 6M, 129 read with AS-18, 129(3 Counts), Section 129 read with Schedule-IlI of the Companies Act, 2013(3 Counts) and 139 of the Companies Act, 2013. In this connection, Roc has submitted that notices to the company and its directors were issued on 20.1.2023 and the company has furnished replies vide letters dated 20.01.2023, 5.4.2024, 31.12.2024, 8.1.2025, which are not satisfactory. Therefore, Roc, Chennai vide letter dated 20.2.2025 has issued an advisory to the Transferor Company with an advice to compound under Section 441 of the Companies Act, 2013 for the offences committed under Section 129 and 139 of the Companies Act, 2013.

5) Since, the Transferor Company at present being a non-compliant under the Companies Act, 2013 and its application/scheme is not deserved to be considered for amalgamating with the Transferee Company.

6) In light of the observations of Roc, Chennai, it is submitted that since, the Transferor has not filed the compounding application under Section 441 of the Companies Act, 2013, the proposed scheme of Amalgamation does not deserve to be considered for Amalgamating with the Transferee Company.”

8.1.3. The Regional Director (RD), Southern Region has filed its report on 02.12.2025 and has expressed its ‘Observations’ as follows,

“2. That Shri. N.K. Haribabu, Whole-time Director cum CFO of the Transferee company has submitted a copy of the Undertaking by way of an Affidavit dated 29.11.2025 filed before this Hon’ble Tribunal undertaking that the Transferor company M/s. Ind Eco Ventures Limited, had filed 5(five) compounding applications

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before the Regional Director Southern Region, Chennai for violations of Section 129 of the Companies Act, 2013 and Section 139 of the Companies Act, 2013. Out of the 5 Compounding applications, the Regional Director has passed orders in respect of 4 offences as on today and the 5[th] Compounding application is pending for consideration. The applicants have duly remitted the compounding fees in accordance with the said orders.

3. Further, the Whole Time Director of the transferee company in the above said undertaking had stated that Clause 8 of Part D of the Scheme provides that that all pending litigations involving the Transferor Company shall stand Transferred to and be continued by the Transferee Company upon sanction and effectiveness of the Scheme and undertakes to cooperate with respect to the remaining 1 (one) compounding application filed for violation of Section 129 of the Companies Act, 2013 which is under consideration before the Regional Director.”

8.1.4. The Regional Director (RD), Southern Region has filed its report on 15.12.2025 and has expressed its ‘Observations’ in the final report as follows,

“2. That in response to this Directorate letter dated 27.11.2025, Registrar of Companies, Chennai vide letter dated o5.12.2025 has submitted Action Taken Report on instructions issued by the Ministry/this Directorate in the matter of Inquiry and supplementary Inquiry report in respect of Transferor Company MIs. Ind Eco Ventures Private Limited. Copy of the ROC letter dated o5.12.2025 is attached as Annexure A. wherein, it is seen that all action points have been dealt with/initiated in respect to instructions issued by the Ministry/Directorate in the matter of Inquiry/ supplementary Inquiry conducted against the Transferor Company M/s. Ind Eco Ventures Private Limited. In this regard, Transferee Company may be directed to undertake under Section 240 of the Companies Act, 2013 that liability in respect of offences committed by the Transferor Company and its Officers in default prior to its merger/ amalgamation shall continue after such merger/ amalgamation.”

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8.2. INCOME TAX DEPARTMENT

8.2.1. The Income Tax Department to whom the notice was served and has filed its report on 04.10.2025 and has expressed its ‘Observations’ as follows:

“3. In addition to the above and without prejudice to the objections in the letter attached, it is submitted that the requirement to send the notice to the concerned department is a procedural requirement and as such does not impact the right of the Department to proceed in accordance with the provisions of the Income Tax Act, 1961. Therefore, it is submitted that this Hon’ble Tribunal, may take the objections on record without prejudice to the rights 2 of the Department to take all appropriate proceedings under the provisions of the Income Tax Act, 1961 to protect the interest of the Government revenue including the right to reopen the assessment. Further it is submitted that by filing of this Memo and the report of the Assessing Officer, the Income Tax Department shall not have deemed to waive its rights to undertake all proceedings under the Income Tax Act, 1961.

4. Reliance is placed on the judgment of the Supreme Court in Marshall Sons & Co India Ltd Vs Income Tax Officer (AIR1997SC1763 & MANU/SC/0407/1997), wherein the Hon’ble Court has held in para 17 of its Judgement as under:

“We, however, make it clear that we have not expressed any opinion on the plea of the learned Counsel for the Revenue that the amalgamation itself is a device designed to evade the taxes legitimately payable by the subsidiary company. If the Income Tax authorities think that, they are entitled to raise this question in the proceedings under the Income Tax Act, it is open to them to do so by way of a separate proceeding according to law.”

In line with the judgment of Hon’ble Supreme Court, it is stated that the Income Tax Department therefore reserves their right to proceed against the Petitioner Companies through independent proceedings under the provisions of the Income Tax and it is reiterated that filing of the present memo shall not in any manner amount to waiving its rights to proceed against the Petitioner Companies and pass orders in accordance with law.

It is prayed that this Hon’ble Tribunal maybe please to take the memo and the letter on record and consider the same as the representation of the Income Tax Department as per Section 230 of Companies Act, 2013 and pass such other order(s) as this Hon’ble Tribunal may think fit in the facts and circumstances of the case.”

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8.2.2. It is stated that in the present scheme of Amalgamation even though the Transferor Company gets dissolved, the liabilities of the same will be delved upon this Petitioner Company/ Transferee Company and therefore the Income Tax Department can proceed with their proceedings if any and approval of this Scheme does not cause any prejudice.

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8.3. OFFICIAL LIQUIDATOR

8.3.1. The Official Liquidator to whom the notice was served, has filed its report on 16.07.2025 and has expressed its ‘Observations’ and ‘No Objection’ to the Scheme as follows,

“2.It is submitted that the said Chartered Accountant firm has verified the books and accounts and other records of the Transferor Company for the period from 2021-2022 and 2022-2023 (2 years only) and submitted their report dated 28/4/2025 received on 21/05/2025. Copy of the report of the Chartered Accountant 21/5/2025 is enclosed and marked as Annexure-4 for kind perusal of this Hon'ble Tribunal. Chartered Accountant submitted revised report dated 28/4/2025 on 27/5/2025 incorporating financial information for 3 years (2020-2021 to 2022-2023). Copy of the revised report dated 27/5/2025 is enclosed and marked as Annexure-3 for kind perusal of this Hon'ble Tribunal. However, the revised report also does not contain confirmation of scrutinizing the financial statements & returns filed with ROC for 2020-2021, as per scope of work and accordingly further report on the same is being called for from the Chartered Accountant.

3. That in accordance with the basis of notice served on 30/01/2025 to the Official Liquidator by the Transferor Company and also considering the conclusion made by the Chartered Accountants in their revised report dated 28/4/2025 received on 27/5/2025 as detailed above in para 2 of the report, the specific representation of Official Liquidator in respect of Transferor Company is humbly submitted as follows:-

(i) Notice to the Sectoral Regulator MNRE / State Government / TNERC: That, the Background of the companies involved in the scheme disclosed vide Clause B of the Scheme to the effect that both companies in the scheme are an independent renewable energy based power generation companies owning and operating of wind farms etc. Accordingly, this Hon'ble Tribunal may be pleased to direct the companies to serve notice on the sectoral regulator viz., Ministry of New and Renewable Energy (MNRE) and to the State Government concerned / TN Electricity Regulatory Commission (ERC) / concerned State ERC, as applicable, considering the definition of 'Appropriate Authority' as provided in Clause 1.1(e) of the scheme and with reference to permits as defined in clause 1.1(p) of the scheme and as further detailed in clause 9 of the scheme and with reference to clause 17.1.4 of the scheme providing for additional condition precedent to make the scheme effective only after obtaining such sanction/approvals from Appropriate Authority;

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(ii) Holding Vs Wholly owned Subsidiary relationship does not exist as on Amalgamation Date:

That, the Background of the companies involved in the scheme disclosed vide Clause B of the Scheme read with Clause 3 (consideration) of the scheme to the effect that the transferor company is a wholly owned subsidiary of the transferee company i.e. there exists subsisting relationship of holding and wholly owned subsidiary between the two companies in the scheme, however, this clause is silent as to whether such relationship subsists as on Appointed Date (1.4.2023) and subsequently as well, as it requires to subsist such relationship as on relevant Appointed Date and subsequently as well as the undertaking of transferor company that exists as on Appointed date (as duly provided in clause 1.1(b) and 2.1.1 of the scheme) will get transferred to and vested into the transferee company upon sanction of the scheme and scheme do not provide for allotment of shares as consideration (clause 3 of the scheme) for such transfer and vesting of undertaking as on Appointed Date. However, it is noticed from Note No.3 (Share Capital) of audited financials of the transferor company as on 31.3.2023 that the shares of the transferor company were not held by the transferee company (5% or more) as on 31.3.2023 (Appointed date 1.4.2023) instead it was disclosed in the audited financials that another company (not part of the scheme) namely Loyal Credit and Investment Limited is the holding company for the transferor company. Hence, the transferee company is not the holding company for the transferor company as on 31.3.2023 / Appointed Date 1.4.2023, as disclosed in the scheme. Further, there are no details disclosed about the acquisition of shares of Transferor Company by the transferee company on 1.4.2023 along with details of proof of payment of consideration through bank statement evidence. Hence, the present scheme without such subsisting relationship of holding and wholly owned subsidiary as on appointed date (1.4.2023) but with no consideration on the ground of such relationship, need amendment providing for issue of consideration to the shareholders of the transferor company after getting the expert report on valuation as per section 232(2)(d) of the Companies Act, 2013. Hence, this Hon'ble Tribunal may be pleased to direct the companies to amend the scheme providing for consideration after obtaining valuation report. Further the subclause (a) of Clause C (Rationale of the scheme) of the scheme also need deletion as it refers to simplification of holding structure of Transferee Company. Further, clause 4 of the scheme providing for cancellation of shares held by the transferee company into Transferor Company does not arise and hence need deletion. Hence, this Hon'ble Tribunal may be pleased to direct the companies to delete Clause C(a) and 4 of the

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scheme. The copy of Note No.3 of audited financials of Transferor Company as at 31.3.2023 is enclosed and marked as Annexure-1.

(iii) Dispensation of meeting of shareholders / creditors sought on the ground of holding Vs wholly owned subsidiary, which is incorrect:

Issue of existence of Separate class of Creditors (FCCB) is not disclosed:

That, the para no. 13 of the order dated 2.9.2024 passed by this Hon'ble Tribunal against the Company Application dated 28.3.2024 refers to the submission made by the companies to this Hon'ble Tribunal to the effect that the proposed scheme is between holding and its subsidiary company and as per ratio of Hon'ble NCLAT judgement in Mohit Agro, meeting of equity shareholders can be dispensed with and the same is allowed by this Hon'ble Tribunal accordingly in terms of para no. 14.B.a of the said order, ibid. However, it is noticed that as on amalgamation date relevant for the scheme to proceed without payment of any consideration, there is no subsisting relationship of holding and subsidiary between the two companies in the scheme. Further, the details of creditors in Foreign Currency Convertible Bonds (FCCB) as a separate class in respect of Transferee Company were not found to be disclosed to this Hon'ble Tribunal before seeking dispensation of creditors' meeting. Hence, this Hon'ble Tribunal may be pleased to direct the companies to clarify the same to this Hon'ble Tribunal or to order the meeting of shareholders of transferee company (a listed entity) or to order meeting of creditors of FCCB holders (creditors) or such other meetings as deem fit in accordance with law.

(iv) NoC not obtained from Stock Exchanges:

That, there is no NoC obtained by the transferee company from the stock exchanges (BSE and NSE) before filing the scheme through Company Application in April 2025, in compliance with Rule 37(2) of SEBI (LODRO Regulations as amended, as it is noticed that the copy of such NoC was not found part of type set of documents forming part of Company Application / Company Petition as the same should be filed to this Hon'ble Tribunal as per Regulation 37(3), ibid. The claim of the companies that it need not comply with Regulation 37 in view of exception provided in Regulation 37(6) as applicable at the relevant time, since the scheme is between holding and wholly owned subsidiary is incorrect as explained in sub-para (ii) above, and hence it need to obtain NoC from both the stock exchanges. Further, such exception is based on the condition that the proposed scheme solely provide for such merger between holding and wholly owned subsidiary, however, in this case, scheme also provide for reduction of share capital of transferee company (listed entity) as detailed in sub-para (xi) below, and hence the exception is not applicable being not a case of merger solely without any reduction of share capital etc. Hence, this Hon'ble

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Tribunal may be pleased to direct the companies to file full details of the scheme explaining the ingredients of reduction of share capital of listed entity included in the scheme to SEBI / BSE / NSE along with details of actual position of no such relationship of holding and wholly owned subsidiary as on amalgamation date, and obtain NoC from BSE and NSE and proceed with de novo filing of company application as per SEBI (LODR) regulations, ibid.

(v) Mismatch in the details of shareholding disclosed in scheme with audited financial statements, also within financial statements, etc;

Share capital structure as on Amalgamation date not furnished in the scheme:

That, the Note No.3 (Share capital) of the audited financials of the transferor company disclose that there is Class I equity shares with voting rights under the names of shareholders holding 5% or more classification, without commensurate comparable details of Class I and other than Class I, under the 3 sub-headings viz., 'Authorised', Issued' and 'Subscribed and fully paid up'. Further, the number of shares held by one Mr. K.V.Bala were shown as 8,10,000 at one place and as 12,04,410 in another place in same Note No.3 of audited financials of transferor company as at 31.3.2023. Further, the details of share capital of Transferor Company as disclosed in Clause 1.5.1 of the Scheme do not match with the share capital Note No.3 of audited financials regarding number of shares of transferor company as at 31.3.2023. As per audited financials, ibid, the number of shares (Authorised) are 5,31,80,000 shares @ Rs 5 each, whereas in the scheme it was disclosed as 2,65,90,000 no. of shares @ Rs 10 each. Similarly, the number of shares of issued, subscribed and paid up are disclosed in the scheme as 44,30,319 no. of equity shares whereas it was found to be 88,60,638 no. of shares @Rs 5 each as per audited financials. These shareholding details shall be disclosed in the Balance Sheet as per Section 129 of the Companies Act, 2013 read with Schedule III (Division I, Part I- non-Ind AS), however, the audited financials of the transferor company disclose such important details of its shareholding with incomplete details / inconsistent details and further the scheme disclose totally different figures for number of shares of transferor company. Hence, this Hon'ble Tribunal may be pleased to direct the companies to furnish clarification with reference to the mismatch ete in content of Note No.3 of audited financials to this Hon'ble Tribunal with correct details and disclosures and information about shareholding with supporting documentary evidence. Further, this Hon'ble Tribunal may be pleased to direct the companies to amend the Clause 1.5.1 of the scheme with correct number of equity shares of Transferor Company and also providing the details of share capital structure as on appointed date (1.4.2023)

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as well in the said clause. The copy of Note No.3 of audited financials of Transferor Company as at 31.3.2023 is enclosed and marked as Annexure-1. (vi) Whether the transferor company also was a listed entity:

That, as per SEBI website (https://www.sebi.gov.in/sebi_data/attachdocs/ 1311154815888.pdf), the transferor company has filed Draft Red Herring Prospectus (containing details of Class I shares and Class II shares, with lock in period etc) in the year 2011 or so, and further it is noticed that there may have been an ISIN code for transferor company as INE456M01029 with BSE, however no such details were found in the scheme about the transferee company's background as part of the scheme. Hence this Hon'ble Tribunal may be pleased to direct the companies to furnish the clarification as to whether the transferor company was a listed entity previously along with full details of full terms and conditions of each class of shares. (vii) Clarification on the status of Charge in favour of Andhra Bank:

That, as per Index of Charges downloaded from MCA21 portal in respect of the Transferor Company (Ind Eco Ventures Limited), there is open charge in favour of Andhra Bank (now merged with Union Bank of India) for an amount of Rs 80 lakh subsisting since 5.12.2000 and hence the said bank is a secured creditor of the transferor company as on date of filing the Company Application dated. However, as per disclosure vide para no.11 of the Details of the Company Application as part of Typed Set of Company Application (read with Annexure-H thereto) filed before this Hon'ble Tribunal, it was disclosed to the effect that there is only 1 secured creditor namely Indowind Energy Limited (Transferee Company). Hence this Hon'ble Tribunal may be pleased to direct the companies to clarify the same to this Hon'ble Tribunal, along with documentary evidence. The copy of Index of charges is enclosed and marked as Annexure-2.

(viii) Employee protection undertaking:

That, the clause 1.1(l) of Part A of the Scheme seeks to protect the employees only if they are in service on effective date, and hence, this Hon'ble Tribunal may be pleased to direct the companies to submit an undertaking to this Hon'ble Tribunal to the effect that there would be no retrenchment of any employee who were in service as on Appointed Date (1.4.2023) as well except in the event of their resignation on their own before the Effective Date. Further, it is noticed that the content of clause 1.1(l) refers to 'effective date' which is at variance with another clause 13.1 which refers to 'on such date' and it is also at variance with another clause 1.1(b)(vi) which refers to 'date immediately preceding the approval or sanction of the scheme'. Hence, this Hon'ble Tribunal may be pleased to direct the companies to amend the scheme to ensure that the employees are defined/referred similarly at all places in the scheme

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without variance and duly protecting the employees existed as on appointed date as well without retrenchment.

(ix) Auto modification of scheme without prior consent of Tribunal:

That, the second and last sub para under Clause 1.3 of the Part A of the scheme (Compliance with Tax Law) providing for auto modification of content of the scheme, post its sanction by this Hon'ble Tribunal, it is submitted that such auto modification of the content of the scheme to be in compliance with Income Tax Law, without the previous approval / sanction of this Hon'ble Tribunal will be in violation of section 231(1)(b) of the Companies Act, 2013 so as to ensure that no such auto as every modification of the content of the Scheme requires approval by this Hon'ble Tribunal. Hence, this Hon'ble Tribunal may be pleased to direct the Transferor and Transferee Companies to delete / modify the the 2ad and last sub para under Clause 1.3 of Part A of the scheme by way of amendment to the scheme proposed, amendment/modification of the Scheme takes place, post its sanction by this Hon'ble Tribunal or to submit an undertaking to this Hon'ble Tribunal to the effect that such auto modification of the content of the scheme will not be implemented without prior approval of this Hon'ble Tribunal.

(x) Transferor company has no business left as on amalgamation date and no assets left capable of doing business on its own:

That the scheme disclose that the company is into the business of owning and operating wind mills etc. Hence to carry on such business it require land and building to install wind mills. However, as per the audited financial statements (Note No.10 - Fixed Assets), it is noticed that the transferor company has sold / disposed of its entire freehold land and buildings during the year 2022-23 leaving no such land / buildings remain with transferor company as on appointed date 1.4.2023. Further, the statutory auditor vide his report (Annexure-A to auditor's report) para no. i.(c) has reported that the company does not have any immovable properties as at the Balance Sheet date i.e. 31.3.2023 (a day prior to appointed date 1.4.2023). Further, the Balance Sheet Size of the Transferor Company as at 31.3.2023 / appointed date 1.4.2023 is Rs 84.33 Cr as is evident from the audited financial statements. However, it is noticed that out of total assets of Rs 84.33 Cr, an amount of Rs74.55 Cr representing 88.40% is Goodwill as part of such assets and further out of remaining assets, an amount of Rs 3.02 Cr (3.6 %) represents balances kept with Government authorities. Hence, there are no core assets left in Transferor Company to carry out business of Transferor Company from amalgamation date 1.4.2023. Hence, there is no business left of the transferor company as on appointed date that sought to be carried on by the transferee company upon merger in view of

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nonexistence of land and buildings forming part of wind mill business of the transferor company. Hence, this Hon'ble Tribunal may be pleased to direct the companics to furnish the clarification on the same along with details of parties to whom assets sold during 2022-23 and sale price, valuation report ete and details of revenue from operations etc during next FY 2023-24 and 2024-25 along with copies of audited financial statements for 2023-24 and unaudited / audited financial statements for 2024-25 in respect of transferor company.

(xi) Accounting not in compliance with Ind AS-103, No business, No business combination, and No business combination under common control etc:

That the clause 5.1 of the scheme disclose to the effect that the transaction (transfer and vesting of undertaking of transferor company as existed on amalgamation date (1.4.2023) into transferee company) involves entities that are ultimately controlled by the same party before and after the transaction, and hence propose to account it in accordance with Appendix-C of Ind AS 103. Whereas it is noticed that before the transaction date (1.4.2023), the transferor company is not controlled by the transferee company as the transferor company is not a subsidiary of transferee company instead the transferor company was a subsidiary of another entity namely Loyal Credit & Investments Ltd which is not part of the scheme and nothing is disclosed in the scheme about such other entity part of transferee company's control. Hence, the said disclosure in clause 5.1 of the scheme is incorrect disclosure which needs amendment. Since they were not under common control before the business combination (transaction with date 1.4.2023), it is not meeting the criteria of 'common control business combination' as provided under Appendix C of Ind AS103. Further, in the absence of any business of Transferor Company that is left to be carried on by the transferee company as detailed in sub-para (x) above, it is not meeting the criteria/definition of business given in Ind AS-103. Hence there is no business in this scheme that meet the definition given in Ind AS-103 and accordingly there is no business combination as well as defined therein. Hence, there is no business, business combination, and common control business combination in this case, hence it is not falling under the criteria of Ind AS-103 Appendix-C, accordingly it require amendment of clause 5.1 of the scheme. Hence, this Hon'ble Tribunal may be pleased to direct the companies to amend the clause 5.1 of the scheme and consequently to amend clauses 5.1.1 to 5.1.7 of the scheme.

(xii) Winding up proceedings against the transferee company:

That the clause 23.1 of the scheme discloses details about winding up petition allowed by the Hon'ble High Court Madras against the transferee company during FY 202021 i.e. before the appointed date 1.4.2023 and it is further disclosed to the effect that

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such admission of winding up petition was ordered for status quo vide intra court appeal and appeal proceedings are pending. It is a case where the transferor company seeks to merge with the transferee company which is facing winding up proceedings (only status quo ordered) and hence it defacto may become a case of dissolution of transferor company as well with winding up (post-merger) through the process of winding up of transferee company and hence the disclosure of 'dissolution of transferor company without process of winding up' in clause 12 also become incorrect subject to the orders of the Hon'ble High Court of the Madras, so far passed or to be passed. Hence, this Hon'ble Tribunal may be pleased to direct the companies to furnish the latest status of the same along with copies of all orders passed by the Company Court and the Division Bench of the Hon'ble High Court of Madras, in order to verify the implication of those orders on the continuity of the transferee company or its winding up.

(xiii) Issue of Notice to RBI:

That the clause 23.1 of the scheme discloses about obtaining NoC from RBI regarding restructuring of terms of Foreign Currency Convertible Bond (FCCB) and whose implementation is still pending as issuance of equity shares in change for the conversion of FCCB is on hold due to winding up proceedings before Hon'ble High Court. Hence, this Hon'ble Tribunal may be pleased to direct the companies to issue notice to RBI.

(xiv) Details about FCCB issue and its restructure and consents from FCCB holders/ their trustee pending:

That the clause 23.1 of the scheme disclose sto the effect that the company has issued FCCB during the year 2007 and its conversion into equity shares is on hold and hence they constitute a separate class of creditors as such for the purpose of the proposed scheme and to obtain their consents for the scheme. Hence, this Hon'ble Tribunal may be pleased to direct the companies to disclose the value involved in the FCCB issue along with complete details of issue and its restructure, and to obtain consents from the bond holders/their trustee if any for the scheme and furnish the same to this Hon'ble Tribunal.

(xv) Income tax litigation before Hon'ble High Court Madras:

That the clause 23.2 of the scheme discloses about the income tax department appeal filed against the transferor company pending before Hon'ble High Court Madras. Hence, this Hon'ble Tribunal may be pleased to direct the companies to furnish the value involved in the case, latest status of the pending case along with copies of all orders passed by the Hon'ble High Court of Madras, in order to verify the implication of those orders on the content of the scheme, if any.

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(xvi) Pending investigation / inspection proceedings under Companies Act, 2013: That the clause 23.3 of the scheme discloses about the receipt of show cause notices from RoC, Chennai regarding violations in financial statements of Transferor Company which is stated to be pending before the RoC (adjudicating officer). This clause is classified under pending litigations. However, it appears they are part of pending investigation / inspection proceedings against the transferor company under the provisions of Companies Act, 2013. As per section 230(2)(a) of the Companies Act, 2013, the details of pendency of any investigation or proceedings against the company to be disclosed to the Hon'ble Tribunal through Company Application, however, it is noticed that the details of Company Application do not contain any such details classified as pending investigation / other proceedings. Hence, this Hon'ble Tribunal may be pleased to direct the companies to disclose about full details about the pending inspection / investigation proceedings and copies of show cause notices received and their replies etc, if any, and furnish the same to this Hon'ble Tribunal to verify implication on the scheme, if any. Further whether it is a case of compounding / adjudication of penalty or both need be clarified by the companies. It is also noticed that the violations in financial statements are found in financials of Transferor Company in the subsequent year 2022-23 as well as reported in this report.

(xvii) Scheme at the stage of inconclusive proceedings which are significant: That in view of the details of various issues ranging from admission of winding up petition during FY 2020-21 against transferee company and pending inspection / investigation proceedings under Companies Act, 2013 against the transferor company, as disclosed under pending litigations heading in Clause 23 of the Scheme, the proposed scheme at this stage may not be allowed till conclusion of the same. Hon'ble Tribunal may be pleased to decide the same on merits.

(xviii) Sale of Assets on loss, a potential prejudicial transaction:

That the Note No.19 - Other Expenses of the audited Financials of the transferor company for the year 2021-22 disclose to the effect that it incurred loss of Rs 2.41 Cr as loss on sale of assets. Further, the financial statements for the 2022-23 in respect of Transferor Company disclose similar loss on sale of assets / slump sale to the tune of Rs 85.50 lakh. Hence, the details of such transactions, parties with whom such transactions took place along with details of KMP or not, book value, sale price and market value involved along with copy of valuation report etc in support of the such sale of assets /slump sale need be verified to ensure it is not a prejudicial transaction or it is not a case of diversion of asset to related parties / others not at arm's length

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transaction. Hence, this Hon'ble Tribunal may be pleased to direct the companies to furnish the above details with clarification to this Hon'ble Tribunal.

(xix) Note 24.40 (pending litigations) of financial statements not furnished; Board Report against audited financial statements not furnished:

That the Independent Auditors' Report (Statutory Auditor's Report) dated 21.8.2023 in respect of financial statements of the Transferor Company disclose in its para no. 2.(7)(a) to the effect that the company has disclosed details regarding pending litigations in Note No.24.40 of the financial statements, which would impact its financial position. However, from the typed set of documents received by the Official Liquidator it is found that there is no such Note No.24.40 of the financial statements showing such details of litigations that may impact is financial position. Hence, this Hon'ble Tribunal may be pleased to direct the companies to clarify the same, along with the copy of Board's Report for the 3 years (2020-21, 2021-22, and 2022-23) upto the Appointed Date 1.4.2023.

(xx) Loans and advances given, a potential prejudicial transaction:

That the statutory auditors vide para no. iii.(c) to (e) of their report (annexure- A to their report) dated 21.8.2023 against the financial statements of the transferor company have reported that the transferor company has not decided the schedule of repayment of principal and interest, has not stipulated the terms or period of repayment ete in respect of loans or advances given by the transferor company to others. Hence, this Hon'ble Tribunal may be pleased to direct the companies to furnish the clarification on the same along with reasons and amount involved and outstanding as on appointed Date.

(xxi) Scheme contain ingredients of reduction of share capital of listed entity (Transferee Company) but the same is not provided in the scheme:

That the Note 12 Non current investments of audited financial statements as at 31.3.2023 (appointed date 1.4.2024) disclose to the effect that the transferor company holds 8 lakh no. of shares of transferee company (listed entity) with market value of Rs 1.28 Cr and book value of Rs 0.47 Cr, and accordingly upon merger of the proposed scheme, there will be reduction of share capital of the transferee company to that extent. However, the scheme is silent and do not enable or do not provide for such reduction of share capital as part of the scheme. Hence, this Hon'ble Tribunal may be pleased to direct the companies to amend the scheme providing for reduction of share capital of Transferee Company as part of the scheme.

(xxii) Appointed date is ante dated beyond one year:

That, as per para 6(c) of General Circular No.09/2019 dated 21.8.2019 issued by the Ministry of Corporate Affairs, if appointed date (in this case, 1.4.2023) is

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significantly ante-dated beyond a year from the date of filing the Company Application (April 2024 in this case, subject to confirmation by the companies), then the justification for the same would have to be specifically brought out in the scheme itself and it should not be against public interest. However, it is noticed that there is no justification is given in the scheme. Further, it is silent as to whether the companies have significantly ante dated the appointed date to more than one year prior to the filing of the scheme in April 2024, to avoid lapse of any carry forward of losses of transferor company or otherwise, in either case may hit public interest aspect specified in the MCA Circular, ibid. This may be clarified by the companies to this Hon'ble Tribunal.

(xxiii) Clerical/typo error in content of the scheme:

That the clause 1.1(j) and (k) of the scheme are missing in chronology, a typo error that may be rectified by the companies.

4. Therefore, it is submitted that the Official Liquidator is of the humble opinion that the affairs of the Transferor Company appear to have not been conducted in a manner prejudicial to the interest of its members or to public interest subject to representation at para 3 above, and subject to verification of various details of information/clarifications etc. pending to be received as detailed in para 3 above and further report of Chartered Accountant to be received for 2020-21 as stated in para 2 (page 2) above.

5. In view of the above, the Official Liquidator humbly submits that the above facts for consideration of this Hon'ble Tribunal and prays for the following orders:-

a. To take this report on record and consider the report of M/s. Manian & Narayanan, Chartered Accountants and issue directions to the Transferor and Transferee Companies, as deem fit;

b. To fix remuneration payable to the auditor who has scrutinized the affairs of the Transferor Company for the period of last 2 years i.e. 2021-2022 & 2022-2023, subject to filing further report for year 2020-2021;

c. To direct the Applicant Company to deposit such remuneration / fee within the stipulated period as may be prescribed by this Hon'ble Tribunal,

d. And pass such order/orders as this Hon'ble Tribunal may deem fit and proper in the facts and circumstances of the case.”

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8.4. REPLY TO THE STATUTORY OBJECTIONS

The Petitioner companies have filed their response to the statutory objections and the same is extracted below:

• “Reply to the Regional Director:

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Reply to the Official Liquidator:

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Reply to the Income Tax Department:

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9. ACCOUNTING TREATMENT

It is stated that the certificates issued by the Statutory Auditors certifying the Accounting Treatment of the petitioner companies are in compliance with Section 133 of the Companies Act, 2013 are placed on record.

10. OBSERVATIONS OF THIS TRIBUNAL

10.1. This Tribunal is of the view that the scheme as contemplated by the Petitioner companies seems to be prima facie not, in any way detrimental to the interest of the members of the Companies. In view of the absence of any material objections from any statutory authorities and since all the requisite statutory compliances have been fulfilled, this Tribunal sanctions the Scheme of Amalgamation as well as the prayer made therein.

10.2. Notwithstanding the above, if there is any deficiency found or, the violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal will not come in the way of action being taken, albeit, in accordance with the law, against the concerned persons, directors and officials of the petitioners.

10.3. While approving the Scheme as above, it is clarified that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any, payment is due or required in accordance with law or in respect to any permission/ compliance with any other requirement which may be specifically required under any law.

11. THIS TRIBUNAL DO FURTHER ORDER

• (i) That all properties, rights and interests of the Transferor Companies shall, pursuant to Section 232(3) of the Companies Act, 2013 without further act or deed be transferred to and vest in or be deemed to have been transferred and vested in the Resulting Company in terms of the Scheme.

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• (ii) That all the liabilities, powers, engagements, obligations and duties of the Transferor Companies shall pursuant to Section 232(3) of the Companies Act, 2013 without further act or deed be transferred to and vest in or be deemed to have been transferred and vested in the Resulting Company in terms of the Scheme.

• (iii) That the ‘Appointed Date’ for the Scheme shall be 01.04.2023 for the Amalgamation as mentioned in Clause 1 (d) Part A of the Scheme.

• (iv) That the ‘Effective Date’ shall be defined as per the Clause 1(i) Part A of the scheme as extracted below:

• “(i) Effective date means the date on which the last of the conditions mentioned in Clause 17 of the Scheme is fulfilled and the Scheme is made effective with effect from the Appointed Date. Any references in this Scheme to the "date of coming into effect of this Scheme" or "Effectiveness of the Scheme" or "Scheme taking effect" shall mean the Effective Date; "Effective Date" means the date on which the last of the conditions.”

• (v) That the ‘Record Date’ for the Scheme shall be defined as per the Scheme.

• (vi) That all proceedings now pending by or against the Petitioner Companies shall be continued by the Resultant Company.

• (vii) That all the employees/workmen of the Petitioner Companies in service on the date immediately preceding the date on which the Scheme finally takes effect shall become the employees of the Resultant Company without any break or interruption in their service with all the benefits.

• (viii) That the Resultant Company shall file the revised Memorandum and Articles of Association with the Registrar of Companies, concerned and further make the requisite payments of the differential fee (if any)

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for the enhancement of authorized capital of the Resultant Company after setting off the fees paid by the Petitioner Companies.

• (ix) That the Petitioner Companies, shall within thirty days of the date of receipt of this order cause a certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered, the Registrar of Companies shall place all documents relating to the 1[st] Petitioner Company registered with him on the file kept by him in relation to 2[nd] Petitioner Company shall be consolidated accordingly.

• (x) That any person interested shall be at liberty to apply to the Tribunal in the above matter for any directions that may be necessary.

13. Accordingly, the Company Petition CP (CAA) / 65 (CHE) / 2024 stands Allowed on the aforementioned terms and is disposed of.

-Sd- -Sd-

RAVICHANDRAN RAMASAMY JYOTI KUMAR TRIPATHI MEMBER (TECHNICAL) MEMBER (JUDICIAL)

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