TaxTMI 
TaxTMI 
2024 (3) TMI 1532
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....e Petitioner Companies under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (the "Act") and read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, seeking approval of Scheme of Amalgamation with effect from the Appointed Date, i.e. 01.10.2022. 2. An Affidavit has been sworn by Mr. Pragnesh Darji on behalf of the Petitioner Companies who is the Authorized Signatory appointed vide Board Resolutions dated 05.09.2023 of the Petitioner Companies. 3. The Petitioner Companies had filed joint Company Application before this Tribunal being CA (CAA) No. 48 of 2023, inter alia, sought dispensation of meetings of Equity Shareholders and Unsecured Creditors of Transferor Companies 1 to 16, and sought directions for convening and holding meetings of Secured Creditors of Transferor Companies 1 to 5, 7 to 16 also sought directions for convening and holding meetings of Equity Shareholders and Unsecured Creditors of the Transferee Company. Said company application was allowed vide order dated 10.10.2023 and directed for convening and holding the aforesaid meetings as well as issuance of notice to statutory/regulatory authorities. In ....
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....oner companies. 6. In response to the observation of RD/RoC, Petitioner Companies have filed an affidavit in reply dated 06.02.2024 stating that the purported complaints/proceedings pertains to alleged violation of Section 204 of the Companies Act, 2013, which was claimed to have been committed by the previous management of Transferor Company No. 7. Further, submitted that as per Clause 2.1.2 (xvi) of the Scheme, all proceedings pending against the Transferor Companies shall not abate or be discontinued but shall be continued, prosecuted and enforced, as the case may be, by or against the Transferee Company. Transferee Company has given undertaking that it will not seek any change in the jurisdiction of the court cases from Mumbai and it will assist the prosecution and the court. (The petitioner companies have not stated as to whether the action initiated under Section 204 is compoundable and if so whether the default, if any has been admitted, adjudicated and paid, but have agreed to proceed with the same ROC till the matter is disposed of in respect of the Transferor Company No. 7). 7. The applicant has further clarified that in response to the contents of paragra....
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....th law. The petitioners have also submitted amounts claimed on 6th February 2024 and paid for the assessment years by the respective applicants. It is also noted that the Income Tax Department has not raised any objections to the scheme. 12. In order to substantiate the aforesaid submissions, the petitioner companies have placed on record a compilation of judgments to show that the rights of the Income Tax Department are no way affected pursuant to sanctioning of the Scheme. The Judgments are as follows:- i) Vodafone Essar Gujarat Limited v/s Department of Income Tax [(2012) SCC OnLine Guj 4843]; ii) Department of Income tax v/s Vodafone Essar Gujarat Limited and Another [(2015) 16 SCC 629]; iii) PIPL Business Advisors and Investment Private Limited and Others [(2018) SCC OnLine NCLT 30762]; iv) Joint Commissioner of Income Tax (OSD) v/s Reliance Jio Infocomm Limited and Others [(2019) SCC OnLine NCLAT 908]; v) In the matter of Panasonic India Private Limited [CP (CAA) No. 8/CHD/HRY/2021 in CA (CAA) No. 44/CHD/HRY/2020] vi) In the matter of Transcend Electronics Private Limited [CP (CAA)/82 (ND)/2020 in CA (CAA)/102....
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.... Green Energy Twenty Three Limited and their respective shareholders and creditors. 15. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by this Tribunal to the scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the petitioner companies. 16. While approving the Scheme as above, we further clarify that this order should not be construed as an order in granting any exemption from payment of stamp duty, taxes including income tax, GST, etc. or any other charges, if any, and payment in accordance with law or in respect of any permission/compliance with any other requirement which may be specifically required under any law. 17. This Tribunal orders as under:- ORDER (i) Company Petition, i.e. CP (CAA)/55(AHM)2023 in CA(CAA)/48(AHM)2023, is allowed. (ii) The Scheme of Amalgamation as annexed herewith as "Annexure A" is hereby sanctioned and it is declared that the same shall be binding on the Petitioner Companies and their Shareholders and Creditors and all concer....
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....re directed to lodge a copy of this Order and the approved Scheme and Schedule of Assets attached as Annexure-B with this order, duly authenticated by the Registrar of this Tribunal, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any, within 60 days from the date of the Order. (x) The Petitioner Companies are further directed to file a copy of this order along with the copy of the Scheme with the concerned the Registrar of Companies, electronically, along with e-form INC-28 in addition to physical copy within 30 days from the date of issuance of the certified copy of the Order by the Registry as per relevant provisions of the Act. (xi) The legal fees and expenses of the office of the Regional Director are quantified at Rs. 25,000/-in respect of all the Petitioner Companies. The said fees to the Regional Director shall be paid by the Transferee Company. (xii) The legal fees and expenses of the office of the Official Liquidator are quantified at Rs. 25,000/- in respect of the Transferor Companies. The said fees of the Official Liquidator shall be paid by the Transferee Company. (xiii) We dis....
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....the Transferee Company (as defined hereinafter), with effect from the Appointed Date (as defined hereinafter), pursuant to the provisions of Sections 230 - 232 and/or other applicable provisions of the Act (as defined hereinafter) and in accordance with Section 2(1B) of the Income Tax Act (as defined hereinafter). 8 INTRODUCTION The First Transferor Company (as defined hereinafter) was incorporated on 13ª March 2015 as Adani Green Energy (Tamilnadu) Limited, a public limited company, with the Registrar of Companies, Gujarat, under the provisions of the Act. The Corporate Identification Number of the First Transferor Company is U40300GJ2015PLC082578. The registered office of the First Transferor Company is situated at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad, Gujarat -382 421, India. The First Transferor Company is engaged in the business of generation and sale of solar power and for the said purpose has set up and commissioned s 216 MW solar power plant at Village Pudnkottai and Sangappadai, District Ramanathapuram, in the State of Tamilnadu. The First Transferor Company is the wholly owned subsidiary of the Transfe....
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....egistered office of the Fourth Transferor Company is situated at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad, Gujarat - 382 421, India. The Fourth Transferor Company is engaged in the business of generation and sale of solar power and for the purpose has set up a 72 MW solar power plant at Village Pudukottai and Sangappadai, District Ramanathapuram, in the State of Tamilnadu The Fourth Transferer Company is the wholly owned subsidiary of the First Transferor Company. The Fifth Transferor Company was incorporated on 40 June 2015 as Kamuthi Solar Power Limited, a public limited company, with the Registrar of Companies, Gujarat, under the provisions of the Act. The Corporate Identification Number of the Fifth Transferor Company is U40106GJ2015PLC083399. The registered office of the Fifth Transferce Company is situated at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad, Gujarat - 382 421, India. The Fifth Transferor Company is engaged in the business of generation and sale of solar power and for the purpose has set up a 216 MW solar power plant at Village Pudukotial and Sangappadai, D....
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....ication Number of the Seventh Transferor Company is U40300G12013PLC128154. The registered office of the Seventh Transferor Company is situated at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad, Gujarat - 382 421, India, The Seventh Transferor Company is engaged in the business of generation and sale of solar power and for the purpose has set up a 20 MW solar power plant at Village Lakmirwala, District Mansa, in the State of Punjab. The Seventh Transferor Company is the wholly owned subsidiary of the Sixth Transferor Company. (vili) 1 (ix) e The Eighth Transferor Company was incorporated on 3ª May 2013 as Essel Vidyut Vitaran (Gaya) Limited, a public limited company, with the Registrar of Companies, Maharashtra, under the provisions of the Companies Act, 1956. Its name was changed to (a) Essel Renewable Energy Limited on 184 September 2013; and (b) PN Renewable Energy Limited on 240 March 2015. The registered office of the Eighth Transferor Company was shifted from the State of Maharashtra to the State of Gujarat on 21" December 2021. The Corporate Identification Number of the Eighth Transferor Company is U40300GJ2013PLC128155. ....
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....ny is the wholly owned subsidiary of the Sixth Transferor Company. (xi) 1 e The Eleventh Transferor Company was incorporated on 29th June 2012 as Essel Bagalkot Solar Energy Private Limited, a private limited company, with the Registrar of Companies, National Capital Territory of Delhi and Haryana, under the provisions of the Companies Act, 1956. The registered office of the Eleventh Transferor Company was shifted from the State of Delhi to the State of Gujarat on 10ª March 2022. The Corporate Identification Number of the Eleventh Transferor Company is U40106G12012PTC130018. The registered office of the Eleventh Transferer Company is situated at Adani Corporate House, Shantigram, Near Vaiabno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad, Gujarat - 382 421, India. The Eleventh Transferor Company is engaged in the business of generation and sale of solar power and for the purpose has set up a 5 MW solar power plant at Village Nimbal BK, District Vijaypara, in the State of Karnataka. The Eleventh Transferor Company is the wholly owned subsidiary of the Sixth Transferde Company. e The Twelfth Transferor Company was incorporated on 16. April 2012 as Essel Uzja Private Limite....
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....29220. The registered office of the Fourteenth Transferor Company is situated at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G, Highway, Khodiyar, Ahmedabad, Gujarat - 382 421, India. The Fourteenth Transferor Company is engaged in the business of generation and sale of solar power and for the purpose has set up a 20 MW solar power plant at Village Rangal, District Vijayapura, in the State of Karnataka. The Fourteenth Transferor Company is the wholly owned subsidiary of the Sixth Transferor Company. (xiv) e The Fifteenth Transferor Company was incorporated on 16" May 2016 as KN Muddebibal Solar Energy Private Limited, a private limited company, with the Registrar of Companies, Maharashtra, under the provisions of the Act. The registered office of the Fifteenth Transferor Company was shifted from the State of Maharashtra to the State of Gujarat on 17th December 2021. The Corporate Identification Number of the Fifteenth Transferor Company is U40300GJ2016PTC128075. The registered office of the Fifteenth Transferor Company is situated at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad, Gujarat - 382 421, India....
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....NALE FOR THE SCHEME The amalgamation would, inter alia, bring about: 1. Simplification of corporate structure and reducing the multiplicity of legal and regulatory compliances; 2 2. Enhanced scale of operations, improved controls, operational flexibility, optimisation of overheads, organizational efficiency and optimal utilization of various resources; 3. Greater efficiency in cash management and unfettered access to cash flow generated by the combined businesses which can be deployed more efficiently to fund organic and inorganic growth opportunities to maximise the shareholders value; 9 4. elimination of duplication in administrative costs and multiple record keeping thus resulting in cost savings, increased operational efficiencies and administrative convenience; and 2 better synergies, optimal utilization of resources and obtaining economics of scale. 5. Thus, the amalgamation is in the interest of the shareholders, creditors and all other stakeholders of the companies and is not prejudicial to the interests of any of the concemed shareholders, creditors or the public at large. PARTS OF THE SCHEME The Scheme is divided into the following p....
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....se, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad, Gujarat - 382 421, India. 1.1.7. "Eleventh Transferor Company" means Essel Bagalkot Solar Energy Private Limited, a private limited company incorporated under the provisions of the Companies Act, 1956, with its registered office at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad, Gujarat - 382 421, India. 1.1.8. 1.1.9 "Fifteenth Transferor Company" means KN Muddebihal Solar Energy Private Limited, a private limited company incorporated under the provisions of the Act, 0 0 C e e e TRIBU 0 a 0 2 2228 2 10 with its registered office at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad, Gujarat - 382 421, India. 1.1.10. e "Fifth Transferor Company" means Kamuthi Solar Power Limited, a public limited company incorporated under the provisions of the Act, with its registered office at Adani Corporate House, Shantigram, Near Vaistmo Devi Circle, S. G. Highway, Khodiyar, Ahmedabad, Gujarat - 382 421, India, 1.1.31. "First Transferor Company" means Adani Green Energy (Tami....
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....nformation. 1.1.17. "Law" means any statute, law, ordinance, rule, regulation, press note, notification, bye law, circular, guidelines, rule of common law, policy, code, order, writ, injunction, directive, judgment or decree issued by any Governmental Authority, 1.1.18. e e e 2229 e & e 2 = R 1.1.19. "Ninth Transferor Company" means TN Urja Private Limited, a private limited company incorporated under the provisions of the Act, with its registered office st Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad, Gujarat - 382 421, India. L 1.1.20. "Required Governmental Filings" means, collectively, the filings required to be made with the Tribunal and the ROC, in connection with the present Scheme. 1.1.21. "RoC" means the Registrar of Companies, Gujarat. 1.1.22. "Scheme" means this scheme of amalgamation, subject to any modification(s) thereto as may be imposed by the Tribunal or any modification(s) sought by the Companies, as confirmed/approved by the Tribunal. 4 "Second Transferor Company" means Ramnad Renewable Energy Limited, a public limited company incorporated under....
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.... Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad, Gujarat - 382 421, India. 12 1.1.29. 8 "Third Transferor Company" means Ramnad Solar Power Limited, a public limited company incorporated under the provisions of the Act, with its registered office at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad, Gujarat - 382 421, India. 1.1.30. 1 1.1.31. "Thirteenth Transferor Company" means KN Bijapura Solar Energy Private Limited, a private limited company incorporated under the provisions of the Act, with its registered office at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad, Gujarat - 382 421, India. "Transferee Company" means Adani Green Energy Twenty Three Limited, a public limited company incorporated under the provisions of the Act, with its registered office at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad, Gujarat - 382 421, India. 1.1.32, 2 "Transferor Companies" means, together, the First Transferor Company, the Second Transferor Company, the Third Transferor Company, the Fourth Tran....
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.... tangible or intangible, in possession or reversion, corporeal or incorporeal (including plant and machinery, capital work in progress, electrical fittings, furniture, fixtures, appliances, accessories, power lines, office equipments, computers, communication facilities, installations, vehicles, communication facilities, installations, vehicles, inventory and tools and plants), stock-in-trade, stock- in-transit, raw materials, finished goods, supplies, packaging items, actionable claims, current assets, earnest monies and receivables, sundry debtors, financial assets, outstanding loans and advances, recoverable in cash or in kind or for value to be received, provisions, receivables, funds, cash and bank balances and deposits including accrued interest thereto with Governamental Authority, semi-Government, local and other authorities and bodies, banks, customers and other persons, insurances, the benefits of any bank guarantees, performance guarantees and letters of credit. e ·e 1 (d) any and all of their permits, licenses (including factory license), permissions, right of way, approvals, clearances, consents, benefits, registrations including import/export registrations, righ....
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....tellectual Property Rights and all goodwill attaching to such Intellectual Property Rights; 1 (g) all rights to use and avail telephones, telexes, facsimile, e-mail, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interests beld in trusts, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, essements, Liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in control of or vested in or granted in favour of or enjoyed by esch of the Transferor Companies and all other interests of whatsoever nature belonging to or in the ownership, power, possession or control of or vested in or granted in favour of or held for the benefit of or enjoyed by each of the Transferor Companies; (h) all books, records, files, papers, engineering and process information, software licenses (whether proprietary or otherwise), applications (including hardware, software, source codes, parameterization and scripts), test reports, computer programmes, drawings, manuals, dat....
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....ally defined berein shall, unless contrary to the context thereof, have the meaning ascribed to them under the Act. 1.2.1 0 1.2.2 In the Scheme, unless the context otherwise requires: (i) references to a statutory provision include any subordinate legislation made from time to time under that provision; (LI) references to the singular include the plural and vice versa and references to any gender includes the other gender; e (iii) references to a statute or statutory provision include that statute or provision as from time to time modified or re-enaoted or consolidated and (so far as liability thereunder may exist or can arise) shall include also any past statutory provision (as from time to time modified or re-enacted of consolidated) which such provision has directly or indirectly replaced, provided that nothing in this Clause 1.2.2 shall operate to increase the liability of any Companies beyond that which would have existed had this Clause 1.2.2 been omitted; 0 3 references to a document shall be a reference to that document as modified, amended, novated or replaced from time to time; headings are for convenience only and shall be ignored in constru....
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.... Authorised share capital 8,00,00,000 equity shares of Rs.10/- each $0,00,00,000 Total 80,00,09,000 Issued, subscribed and paid-up capital 7,65,00,000 equity shares of Rs.10/- each fully paid-up 76,50,00,000 Total 76,50,00,000 2 4 The authorised, issued, subscribed and paid-up share capital of the Fourth Transferor Company as on 31" August 2023 was as under: 1.4.4. SHARE CAPITAL AMOUNT IN RS. Authorised share capital 8,00,00,000 equity shares of Rs.10/- each 80,00,00,000 Total 80,00,00,000 Issued, subscribed and paid-up capital 7,62,50,000 equity shares of Rs.10/- cach fully paid-up 76,25,00,000 Total 76,25,00,000 2 The authorised, issued, subscribed and paid-up share capital of the Fifth Transferor Company as on 31" August 2023 was as under: 1.4.5. SHARE CAPITAL AMOUNT IN RS. Authorised share capital 38,10,00,000 equity shares of Rs.10/- each 381,00,00,000 Total 381,00,00,000 Issued, subscribed and paid-up capital L e e e 2 FANY TIMABAC 2 0 2236 23 1 2 SHARE CAPITAL AMOUNT IN RS. 38,10,00,000 equity shares of Rs.10/- each fully paid-up 381,00,00,000 Total 381,00,....
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....,000 Total 1,00,000 Issued, subscribed and paid-up capital 10,000 equity shares of Rs.10/- each fully paid-up 1,00,000 Total 1,00,000 V 1.4.12. The authorised, issued, subscribed and paid-up share capital of the Twelfth Transferor Company as on 31" August 2023 was as under; SHARE CAPITAL AMOUNT IN RS. Authorised share capital 26,00,000 equity shares of Rs. 10/- each 2,60,00,000 Total 2,60,00,000 1 e 2 e Q CO LAS 2238 2 e 20 SHARE CAPITAL AMOUNT IN RS. Issued, subscribed and paid-up capital 25,83,810 equity shares of Rs.10/- each fully paid-up 2,58,38,100 Total 2,58,38,100 e The authorised, issued, subscribed and paid-up share capital of the Thirteenth Transferur Company as on 31" August 2023 was as under: 1.4.13. 2 SHARE CAPITAL AMOUNT IN RS. Authorised share capital 1,95,00,000 equity shares of Rs.10/- each 19,50,00,000 Total 19,50,00,000 Issued, subscribed and paid-up capital 1,91,10,000 equity shares of Rs.10- cach fally paid-up 19,11,00,000 Total 19,11,00,000 1.4.14. The authorised, issued, subscribed and paid-up share capital of the Fourteenth Transferor Company....
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....tates, properties, assets, contracts, employees, records, 2.1.1 4 e e e e DAS 2240 e 2 2 22 TEC approvals, rights, claims, title and authorities, benefits, liabilities and interest therein, subject to existing charges thereon in favour of banks and financial institutions or otherwise, as the case may be, without any further act, instrument, deed, matter or thing being made, done or executed, so as to become, as and from the Appointed Date, the estate, properties, assots, rights, claims, title and authorities, benefits, liabilities and interest of the Transferee Company by virtue of and in the manner provided in the Scheme pursuant to the sanction of the Scheme by the Tribunal and the provisions of sections 230 to 232 and other applicable provisions of the Act. e 2 Without prejudice to the generality of the above and to the extent applicable, unless otherwise stated herein, upon the coming into effect of this Scheme and with effect from the Appointed Date, in relation to the Undertakings: 2.1.2 (1) All assets of the respective Transferor Companies that are movable in nature or are otherwise capable of transfer by physical or c....
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....Company on the same terms and conditions without any further act, instrument, deed, matter or thing being made, done or executed. The Transferee Company shall continue to pay rent amounts as provided for in such agreements and shall comply with the other terms, conditions and covenants thereunder and shall also be entitled to refund of security deposits paid under such agreements by the respective Transferor Companies. (iv) e e All immovable properties of each of the Transferor Companies, including land together with the buildings and structures standing thereon and rights and interests in immovable properties of each of the Transferor Companies, whether freehold or leasthold or otherwise, and all documents of title, rights and essements in relation thereto shall be vested in and/or be deemed to have been vested in the Transferee Company. without any further act or deed done or being required to be done by the respective Transferor Companies and/or the Transferee Company, The Transferee Company shall be entitled to exercise all rights and privileges attached to such immovable properties and shall be liable to pay the ground rent and Taxes and fulfil all obligations in relation t....
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....nd howsoever arising, raised, incurred or utilised for their business activities and operations, shall, pursuant to the sanction of the Scheme by the Tribunal and under the provisions of sections 230 to 232 of the Act and other applicable provisions, if any, of the Act, without any further act, instrument, deed, matter or thing being made, done or executed, be transferred to, and vested in, ce be deemed to have been transferred to, and vested in, the Transferee Company, along with any charge, encumbrance, lien or security crested in connection therewith, and such liabilities shall be assumed by the Transferee Company to the extent they are outstanding as on the Effective Date so as to become, the liabilities, debts, duties and obligations of the Transferee Company on the same terms and conditions as were applicable to the respective Transferor Companies, and the Transferee Company shall meet, discharge and satisfy the liabilities and it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such liabilities have arisen in order to give effect to the provisions of this clause (ix) 2 Where an....
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....y shall honour all cheques issued by the respective Transferor Companies for payment after the Effective Date. (xi) 2 0 Permits (xii) All Governmental Approvals and other consents, permissions, quotas, rights, authorisations, entitlements, no-objection certificates and licences, including those relating to tenancies, privileges, powers and facilities of every kind and description of whatsoever nature, to which the respective Transferor Companies are a party or to the benefit of which the respective Transferor Companies may be entitled to use or which may be required to carry on the operations of the respective Transferce Companies, and which are subsisting er in effect immediately prior to the Effective Date, shall be, and remain, in full force and effect in favour of or against the Transferce Company and may be enforced as fully and effectually as if, instead of the respective Transferor Companies, the Transferee Company had been a party, a beneficiary or an obligee thereto and shall be appropriately mutated by the relevant Governmental Authorities in favour of the Transferee Company. e 1 Without prejudice to the generality of the Clauses mentioned above, t....
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....tled, and which are subsisting or having effect immediately prior to the Effective Date, shall, without any further act, instrument or deed, continue in full force and effect against or in favour of, as the case may be, the Transferee Company, and may be enforced effectively by or against the Transferee Company as fully and effectually as if, instead of the respective Transferor Companies, the Transferce Company had been a party or beneficiary or obligor or obligee thereto or thereunder. The Transferee Company will, if required, enter into novation agreements in relation to such contracts, deeds, bonda, agreements and other instruments. & e (xv) All other agreements entered into by the respective Transferor Companies in connection with the assets of the Undertakings of the Transferor Companies shall stand automatically transferred in favour of the Transferee Company on the same terms and conditions without any farther act, instrument, deed, matter or thing being made, done or executed. 1 Legal Proceedings (xvi) All legal proceedings, including quasi-judicial, arbitral and other administrative proceedings, of whatsoever nature by or against the respective Transfero....
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....ees of the respective Transferor Companies for such purpose shall be treated as having been continous. RFGI (xviii) With regard to any provident fund, gratuity fund, pension, superannuation fund or other special fund created or existing for the benefit of such employees of the Transferor Companies, if any, it is the aim and intent of the Scherne that all the rights, duties, powers and obligations of the respective Transferor Companies In relation to such schemes or funds shall become those of the Transferee Company. Upon the Scheme becoming effective, the Transferee Company shall stand substituted for each of the Transferce Companies for all purposes whatsoever relating to the obligation to make contributions to the said fimda in accordance with the provisions of such schernes or funds in the respective trust deeds or other documents. Any existing provident fund, gratuity fund and superannuation fund trusts created by the respective Transferor Companies for its employees shall be continued for the benefit of such employees on the same terms and conditions until such time that they are transferred to the relevant funds of the Transferee Company. It is clarified that the servic....
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....nies and between the respective Transferor Companies and the Transferee Company. l Borrowing Limits; Corporate Approvals 0 (xxii) Upon the coming into effect of this Scheme and with effect from the Appointed Date, the borrowing and investment limits of the Transferee Company under the Act shall be deemed without any further act or deed to have been enhanced by the borrowing and investment limits of each of the Transferor Companies, such limits being incremental to the existing limits of the Transferee Company. 1 (xxiii) Any corporate approvals obtained by the respective Transferor Companies, whether for purposes of compliance or otherwise, shall stand transferred to the Transferee Company and such corporate approvals and e l 2 2 e e 2247 e 29 2 compliance shall be deemed to have been obtained and complied with by the Transferee Company. Taxes e (xxiv) Upon the coming into effect of this Scheme and with effect from the Appointed Date, all Taxes payable by, or refundable to, the respective Trimsferer Companies, including any refunds, claims ce credits (including credits for income Tax, withholding Tax, advance Tax, self-asse....
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....urity over the properties of the Transferee Company shall not be entitled to any additional security over the properties, assets, rights, benefits and interest of the respective Transferor Companies and therefore, such assets which are not currently encumbered shall remain free and available for creation of any security 5 2 R ANY LAP e 1 e RUBU e 2248 e e e e 30 thereon in future in relation to any current or future indebtedness of the Transferee Company. The Transferor Companies and/or the Transferes Company, as the case may be, shall, at any time after this Scheme becoming effective in accordance with the provisions hereof, if so required under Law or otherwise, do all such acts of things as may be necessary to transfer/obtain the approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses and certificates which were held or enjoyed by each of the Transferor Companies. It is hereby clarified that if the consent of any third party De Governmental Authority, if any, is required to give effect to the provisions of this Clause, the said third party or Governmental Authori....
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....pointed Date and upto and including the Effective Date: 2.2.2 BEWER 0 e 0 Q 0 -1 2249 0 R e 31 (a) each of the Transferor Companies shall carry on and be deemed to have carried on their respective businesses and activities and shall bold and stand possessed of and shall be deemed to hold and stand possessed of all their respective estates, assets, rights, title, interest, authorities, contracts, Investments and strategic decisions for and on account of, and in trust for, the Transferee Company; e 273 (b) all profits and income accruing or arising to the respective Transferor Companies, and losses and expenditure arising or incurred by them (including Taxes, if any, accruing or paid in relation to any profits or income) for the period commencing from the Appointed Date shall, for all purposes, be treated as and be deemed to be the profits, income, losses or expenditure (including Taxes), as the case may be, of the Transferee Company; 0 (c) all debts, liabilities, loans raised and used, liabilities and obligations incurred, duties and obligations as on the close of business on the date preceding the Appointed Date, whether or not provided in the....
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....re capitals shall be deemed to have been so paid by the Transferee Company on the combined authorized share capital, and the Transferve Company shall not be required to pay any fee/ stamp duty for the increase of the authorized share capital. The authorised share capital of the Transferee Company will automatically stand increased to that effect by simply filing the requisite forms with the RoC and no separate procedure or instrument or deed shall be required to be followed under the Act. 2.3.1 Clause V. of the memorandum of association of the Transferee Company shall, upon this Scheme becoming effective, and without any further act, instrument or deed, be replaced by the following clause: "V. The Authorised Share Capital of the Company is Ra. 1872,16,00,000/- (Rupees One Thousand Eight Hundred Seventy Two Crores and Sixteen Lakhs Only) divided into 186.31.40,000 (One Hundred Eighty Six: Crores Thirty One Lakhs Forty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each; 20,000 (Twenty Thousand) Ordinary Equity Shares of Rs. 10/- (Rupees Ten Only) each: 45,00,000 (Forty Five Lakhs) Class A Equity Shares of Rs. 10/- (Rupees Ten Only) each; and 45,00,000 (Forty Five Lak....
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....nd in lieu thereof, there shall be no allotment of equity shares in the Transferee Company. e Dissolution of the Transferor Companies 2.5 Upon the coming into effect of this Scheme, each of the Transferor Companies shall stand dissolved without being wound up, without any further act or deed. Accounting Treatment in the books of the Transferee Company and the Transferer Companies 2.6 Accounting treatment in the books of the Transferee Company Notwithstanding anything else contained in the Scheme, the Transferee Company shall account for the merger /amalgamation of the First Transferce Company to Sixteenth Transferor Company ("esch of the Transferor Company") in accordance with Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013, under the Companies (Indian Accounting Standard) Rules, 2015, as may be amended from time to time, in its books of accounts such that: 2 The Transferee Company shall record the assets and liabilities, if any, of each of the Transferut Company vested in it pursuant to this Scheme, at the carrying values as appearing in the consolidated financial statements of the Transferes Company; 2.....
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....and Liabilities as well as reserves shall be transferred to the Transferee Company, on a going concern basis. Hence there is no accounting treatment prescribed under this Scheme in the books of the Transferor Companies. Matters Relating to Tax in respect of the Undertakings The provisions of Part II of this Scheme are intended to comply with the conditions relating to "Amalgamation" as specified under section 2(1B) of the Income Tax Act. If, at a later date, any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of section 2(1B) of the Income Tax Act, inchiding as a result of an amendment of Law or the enachment of a new legislation or for any other reason whatsoever, the provisions of section 2(1B) of the Income Tax Act, or a corresponding provision of any amended or newly enacted Law, shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with section 2(1B) of the Income Tax Act or a corresponding provision of any amended or newly enacted Law. Such modification(s) will, however, not affect the other parts of the Scheme. The power to make such modification(s), if necessary, shall vest with th....
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....ing effective, the Transferee Company shall be entitled to claim refunds (including refunds or claims pending with the Tax authorities) or credits, with respect to Taxes paid by, for, or on behalf of, the respective Transferor Companies under applicable Laws, including income Tax, minimum alternate tax, Tax deducted at source, Tax collected at source, sales Tax, value added Tax, service Tax, catry Tax, custom duty, goods and services Tax or any other Tax, whether or not arising due to an inter-se transactions between the Transferor Companies and between the respective Transferor Companies and the Transferee Company, even if the prescribed time limits for claiming such refunds or credits have lapsed notwithstanding that the challans, Tax credits, Tax certificates or other documents appear in the name of the respective Transferor Companies. e Upon the Scheme becoming effective and with effect from the Appointed Date, all Taxes, cess, duties and liabilities (direct and indirect), payable by or on behalf of the respective Transferor Companies, including any taxes paid and taxes deducted at source and deposited by the Transferee Company on inter se transactions between the Appoint....
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....l also belong to and be received by the Transferee Company. Without prejudice to the generality of the above, upon the Scheme becoming effective and with effect from the Appointed Date, all benefits, incentives, claims, losses, credits (including income Tax, service Tax, excise duty, goods and services Tax and applicable state value added Tax) to which the respective Transferor Companies are entitled to in terms of applicable Tax Laws, shall be available to and vest in the Transferee Company. 27.10 All the expenses incurred by the Transferor Companies and the Transferee Companies in relation to amalgamation of the Transferor Companies with the Transferee Companies in accordance with this Scheme, including stamp duty expenses, if any, shall be allowed as a deduction to the Transferes Company in accordance with the provisions of the Income Tax Act. 2.7 Saving of concluded transactions 0 € e 2255 e 2 2 37 € The transfer of assets, properties and liabilities and the continuance of proceedings by or against the respective Transferor Companies under Clause 2.1.2 above shall not affect any transaction or proceedings already concluded by the ....
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....cted therewith. 3.2.2. 0 For the purpose of giving effect to this Scheme or to any modifications ce amendments or additions thereto, the respective Board of Directors of the 3.2.3 e e e € e e 2256 e 0 e 0 38 Companies may jointly give and are hereby jointly authorised to determine and give all such directions as are necessary including directions for settling or removing any question of doubt or difficulty that may arise and such determination or directions, as the case may be, shall be binding on all the Companies, in the same manner as if the same were specifically incorporated in this Scheme. Notwithstanding anything stated in Clauses 3.2.1., 3.2.2. and 3.2.3. bereinabove, no amendments or changes to the Scheme shall be carried out or be permissible unless and until the same are approved by the Tribunal before which the Companies have filed the petition for sanctioning the Scheme. 3.2.4. 1 Scheme conditional upon approvals/sanctions 3.3. This Scheme is and shall be conditional upon and subject to: (a) the Scheme being approved by the respective requisite majorities of the classes of members and credito....
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....n will, however, not affect other parts of this Scheme. Notwithstanding the other provisions of this Scheme, the power to make such amendments/modifications as may become necessary, whether before or after the Effective Date, shall, subject to obtaining the sanction of the Tribunal if necessary, vest with the Board of Directors of the respective Companies, which power shall be exercised reasonably in the best interests of the Companies and their respective shareholders. 3.5.1. JMY 3.6. Severability If any part of this Scheme is invalid, ruled illegal by any court of competent jurisdiction, or unenforceable under present or future Law, then it is the intention of the Companies that such part shall be severable from the remainder of the Scheme, Farther, if the deletion of such part of this Scheme may cause this Scheme to become materially adverse to the Companies, then in such case the Companies shall attempt to bring about a modification in the Scheme, as will best preserve for the Companies the benefits and obligations of the Scheme, including but not limited to such part. 3.6.1. 4 If any part of this Scheme is found to be unworkable for any reason whatsoeve....
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.... Pn Clean Energy Limited and Pn Renewable Energy Limited and Essel Urja Private Limited and Tn Urja Private Limited and Kn Sindagi Solar Energy Private Limited and Kn Indi Vijayapura Solar Energy Private Limited and Kn Bijapura Solar Energy Private Limited and Kn Muddebihal Solar Energy Private Limited with Adani Green Energy Twenty Three Limited under section 230 to 232 of the Companies act, 2013 and other applicable provisions of the Companies Act, 2013. This certificate is issued at the request of the company's management and we have relied upon unaudited books of accounts, management representation, the information and explanation given to us and documents submitted to us. We owe no liability either financial or otherwise to anyone In respect of this certificate except our client. For, Hemangi & Associates Chartered Accountants FRN 145225W KÄ°NANGI VYANKATESH MULADIOUI Date: 19/02/2024 Place-Ahmedabad Hemangi Mulackar Partner M No. 127083 UDIN No: 24127083BJZYUO5952 Office :306, Yash Arian Vivekanand Square,Memnagar, Ahmedabad-380052 M.No-9909956765 email-id: [email protected] Y (31) CA INDIA HEMANGI & ASSOCIATES CHARTERED ACCOUNTANTS ....
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.... 1000LTR Pudukottai & Sangappadai, Taluk: Kamuthi, Dist: Ramanathapuram, Tamilnadu: 623603 Number 10 15 PRE ENGINEERED BUILDING (PEB) STORE Pudukottai & Sangappadai, Taluk: Kamuthi, Dist: Ramanathapuram, Tamilnadu: 623603 Number 1 16 PUFF ROOF & WALL PANEL Pudukottai & Sangappadai, Taluk: Kamuthi, Dist: Ramanathapuram, Tamilnadu: 623603 Number 1 17 LAND DEVELOPEMENT CHARGES - LEVELLING & GRADING Pudukottai & Sangappadai, Taluk: Kamuthi, Dist: Ramanathapuram, Tamilnadu: 623603 Number 1 18 APPROACH ROAD TOWARDS SWITCHYARD Pudukottai & Sangappadai, Taluk: Kamuthi, Dist: Ramanathapuram, Tamilnadu: 623603 Qubic Meter 5,196.00 Office :306, Yash Arian Vivekanand Square,Memnagar,Ahmedabad-380052 M.No-9909956765 email-id: [email protected] CA INDIA HEMANGI & ASSOCIATES CHARTERED ACCOUNTANTS 19 DEVELOPEMENT OF STORAGE YARD Pudukottal & Sangappadai, Taluk: Kamuthi, Dist: Ramanathapuram, Tamilnadu: 623603 Qubic Meter 5,058.48 20 5 HP SUBMERSIBLE PUMPS, 3 PHASE Pudukottai &. Sangappadai, Taluk: Kamuthi, Dist: Ramanathapuram, Tamilnadu: 623603 Number 1 21 5 HP SUBMERSIBLE PUMPS, 3 PHASE Pudukottai & Sangappadal, Taluk: Kamuthi, Dist: Ramanathapuram, Tamilna....
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....CHARTERED ACCOUNTANTS Certificate We have gone through the books of accounts and other records of Ramnad Renewable Energy Limited ("the company") having its registered office at Adanl Corporate House, Shantigram, Near Vaishno Devi Circle, S G. Highway, Khodiyar Ahmedabad 382421. 1 hereby certify that freehold property and other fixed assets held by the company as on 31" December, 2023 are as per Annexure 1. This certificate has been Issued for submission with National Company Law Tribunal, in connection with the proposed scheme of Amalgamation of Adani Green Energy (Tamilnadu) Limited and Kamuthi Solar Power Limited and Ramnad Solar Power Limited and Kamuthi Renewable Energy Limited and Ramnad Renewable Energy Limited and Adani Renewable Energy Holding Ten Limited and Essel Gulbarga Solar Power Private Limited and Essel Bagalkot Solar Energy Private Limited and Pn Clean Energy Limited and Pn Renewable Energy Limited and Essel Urje Private Limited and In Urja Private Limited and Kn Sindagi Solar Energy Private Limited and Kn Indi Vijayapura Solar Energy Private Limited and Kn Bijapura Solar Energy Private Limited and Kn Muddebihal Solar Energy Private Limited with Adani Gre....
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....xed Assets PLANT & MACHINERY OFFICE EQUIPMENTS FURNITURES & FIXTURE VEHICLES COMPUTER HARDWARE COMPUTER SOFTWARE HEMANGI VYANKATESH MULAÇIKAR Office :306, Yash Arian Vivekanand Square.Memnagar, Ahmedabad-380052 M.No-9909956765 email-id: [email protected] CA INDIA HEMANGI & ASSOCIATES CHARTERED ACCOUNTANTS CERTIFICATE I have gone through the books of accounts and other records of Ramnad Solar Power Limited ("the company") having its registered office at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S G. Highway, Khodiyar Ahmedabad 382421. I hereby certify that freehold property and other fixed assets held by the company as on 31" December, 2023 are as per Annexure 1. This certificate has been issued for submission with National Company Law Tribunal, in connection with the proposed scheme of Amalgamation of Adani Green Energy (Tamilnadu) Limited and Kamuthi Solar Power Limited and Ramnad Solar Power Limited and Kamuthi Renewable Energy Limited and Ramnad Renewable Energy Limited and Adani Renewable Energy Holding Ten Limited and Essel Gulbarga Solar Power Private Limited and Essel Bagalkot Solar Energy Private Limited and P....
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....INDIA HEMANGI & ASSOCIATES CHARTERED ACCOUNTANTS 3 OFFICES BUNKHOUSES RSPL Solar Power Plant / Pudukottai & Sangappadai, Taluk: Kamuthi, Dist: Ramanathapuram, Tamilnadu: 623603 Number 1 4 PRECAST BOUNDARY WALL RSPL Solar-Power Plant / Pudukottal & Sangappadai, Taluk: Kamuthi, Dist: Ramanathapuram, Tamilnadu: 623603 Number 3000 5 SECURITY BARRACK(PREFAB SECURITY BUILDING) RSPL Solar Power Plant / Pudukottai & Sangappadal, Taluk: Kamuthi, Dist: Ramanathapuram, Tamilnadu: 623603 Set 1 6 PEB-INVERTER & SWITCHGEAR SUPPLY & EREC RSPL Solar Power Plant / Pudukottai & Sangappadai, Taluk: Kamuthi, Dist: Ramanathapuram, Tamilnadu: 623603 Number 1 7 PASSANGER ELEVATOR,884KG 5162 - 72 MW RSPL Solar Power Plant / Pudukottai & Sangappadai, Taluk: Kamuthi, Dist: Ramanathapuram, Tamilnadu: 623603 Number 1 8 CHAIN LINK FENCHING RSPL Solar Power Plant / Pudukottal & Sangappadal, Taluk: Kamuthi, Dist: Ramanathapuram, Tamilnadu: 623603 Number 1 9 EYE WASH TOWER AT RO PLANT RSPL Solar Power Plant / Pudukottai & Sangappadal, Taluk: Kamuthi, Dist: Ramanathapuram, Tamilnadu: 623603 Number 1 Office :306, Yash Arian Vivekanand Square.Memnagar,Ahmedabad-380052 M.No-9909956765 email....
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....Partner M No. 127083 UDIN No: 24127083BJZYUR9056 Office :306, Yash Arian Vivekanand Square,Memnagar, Ahmedabad-380052 M No-9909956765 email-id: [email protected] HEMANGI & ASSOCIATES CHARTERED ACCOUNTANTS CA Annexure 1 A) Freehold Land A) Sr. No. Freehold Land Type of Assets Location Unit of Measurement Total 1 Freehold Land Situated at Vill: - O'Karisakulam, Taluka- Kamuthi, Dist,- Ramnathapuram, Tamil Nadu, Pin Code -623603 ACR 142.30 2 Freehold Land Situated at Vill: - Pudukkottai, Taluka- Kamuthi, Dist .- Ramnathapuram, Tamil Nadu, Pin Code -623603 ACR 45.52 3 Freehold Land Situated at Vill :- Sengappadal, Taluka- Kamuthi, Dist .- Ramnathapuram, Tamil Nadu, Pin Code -623604 ACR 128.16 Total 315.98 Type of Assets A) Sr. No. B) Building B) Sr No Building Type of Assets Location Unit of Measurement Qty 1 CONSTRUCTION OF ROADS KREL Solar Power Plant / Pudukottai & Sangappadai, Taluk: Kamuthi, Dist: Ramanathapuram, Tamilnadu: 623603 Number 1 2 RET FENCING KREL Solar Power Plant / Pudukottai & Sangappadal, Taluk: Kamuthi, Dist: Ramanathapuram, Tamilnadu: 623603 Number 1 3 PRECAST BOUNDARY WALL KREL Solar Power Plan....
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.... Energy Private Limited and Kn Muddebihal Solar Energy Private Limited with Adani Green Energy Twenty Three Limited under section 230 to 232 of the Companies act, 2013 and other applicable provisions of the Companies Act, 2013. This certificate is issued at the request of the company's management and we have relied upon unaudited books of accounts, management representation, the Information and explanation given to us and documents submitted to us. We owe no liability either financial or otherwise to anyone in respect of this certificate except our client. For, Hemangi & Associates Chartered Accountants FRN 145225W HEMANGI VYANKATESH MULLORAR Date: 19/02/2024 Place-Ahmedabad Hemangi Mulaokar Partner M No. 127083 UDIN No: 241270838/ZYUP5970 Office :06, Yash Arian Vivekanand Square.Memnagar, Ahmedabad-380052 M.No-9909956765 email-id: [email protected] CA INDIA HEMANGI & ASSOCIATES CHARTERED ACCOUNTANTS Annexure 1 A) Freehold Land A) Sr. No. Freehold Land Type of Assets Location Unit of Measurement Area 1 Freehold Land Situated at Vill :- Kilaj, Taluka-Tuljapur, Dist .- Osmanabad, Maharashtra, Pin Code - 413601 ACR 9.30 2 Freehold L....
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....K FENCHING KSPL Solar Power Plant / Pudukottal & Sangappadai, Taluk: Kamuthi, Dist: Ramanathapuram, Tamilnadu: 623603 Number 1 ROADS CONSTRUCTION OF 10 11 12 Office :306, Yash Arian Vivekanand Square,Memnagar, Ahmedabad-380052 M.No-9909956765 email-id: [email protected] CA INDIA HEMANGI & ASSOCIATES CHARTERED ACCOUNTANTS c) Other Fixed Assets PLANT & MACHINERY OFFICE EQUIPMENTS FURNITURES & FIXTURE VEHICLES COMPUTER HARDWARE COMPUTER SOFTWARE HEMANGI VYANKATESH MULAÄŒKAA Office :306, Yash Arian Vivekanand Square,Memnagar, Ahmedabad-380052 M.No-9909956765 email-id: [email protected] TR CA INDIA HEMANGI & ASSOCIATES CHARTERED ACCOUNTANTS CERTIFICATE I have gone through the books of accounts and other records of Adani Renewable Energy Holding Ten Limited ("the company") having its registered office at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S G. Highway, Khodiyar Ahmedabad 382421. I hereby certify that freehold property and other fixed assets held by the company as on 31" December, 2023 are as per Annexure 1. This certificate has been issued for submission with National Company Law Tribunal,....
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....ghway, Khodiyar Ahmedabad 382421. I hereby certify that freehold property and other fixed assets held by the company as on 31ª December, 2023 are as per Annexure 1. This certificate has been issued for submission with National Company Law Tribunal, in connection with the proposed scheme of Amalgamation of Adani Green Energy (Tamilnadu) Limited and Kamuthi Solar Power Limited and Ramnad Solar Power Limited and Kamuthi Renewable Energy Limited and Ramnad Renewable Energy Limited and Adani Renewable Energy Holding Ten Limited and Essel Gulbarga Solar Power Private Limited and Essel Bagalkot Solar Energy Private Limited and Pn Clean Energy Limited and Pn Renewable Energy Limited and Essel Urja Private Limited and Tn Urja Private Limited and Kn Sindagi Solar Energy Private Limited and Kn Indi Vijayapura Solar Energy Private Limited and Kn Bijapura Solar Energy Private Limited and Kn Muddebihal Solar Energy Private Limited with Adani Green Energy Twenty Three Limited under section 230 to 232 of the Companies act, 2013 and other applicable provisions of the Companies Act, 2013. This certificate is issued at the request of the company's management and we have relied upon unaudited....
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....Limited and Pn Clean Energy Limited and Pn Renewable Energy Limited and Essel Urja Private Limited and Tn Urja Private Limited and Kn Sindagi Solar Energy Private Limited and Kn Indi Vijayapura Solar Energy Private Limited and Kn Bijapura Solar Energy Private Limited and Kn Muddebihal Solar Energy Private Limited with Adani Green Energy Twenty Three Limited under section 230 to 232 of the Companies act, 2013 and other applicable provisions of the Companies Act, 2013. This certificate is issued at the request of the company's management and we have relied upon unaudited books of accounts, management representation, the Information and explanation given to us and documents submitted to us. We owe no liability elther financial or otherwise to anyone in respect of this certificate except our client. For, Hemangi & Associates Chartered Accountants FRN 145225W VYANKATESH MULAOKAR Date: 19/02/2024 Place-Ahmedabad Hemangi Mulaokar Partner M No. 127083 UDIN No: 24127083B/ZYVB5737 Office :306, Yash Arian Vivekanand Square,Memnagar,Ahmedabad-380062 M.No-9909956765 email-id: [email protected] CA INDIA HEMANGI & ASSOCIATES CHARTERED ACCOUNTANTS Annexure-1 ....
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....on and explanation given to us and documents submitted to us. We owe no liability either financial or otherwise to anyone in respect of this certificate except our client. For, Hemangi & Associates Chartered Accountants FRN 145225W HEMANGI VEANKATESH MULAÄŒKAR Hemangi Mulaokar Date: 19/02/2024 Place-Ahmedabad Partner M No. 127083 UDIN 24127083BJZYUY9837 Office :306, Yash Arian Vivekanand Square,Memnagar,Ahmedabad-380052 M.No-9909956765 email-id: [email protected] TY TRIBU CA INDIA HEMANGI & ASSOCIATES CHARTERED ACCOUNTANTS Annexure 1 A) Freehold Land Sr No. Type of Assets Location Unit of Measuremen t Total 1 Freehold Land Sitauated at :- Vill Ukasa, Tehsil- Kalpi, Dist. Jalaun, UP Pin Code > 285203 Acre 260.58 2 Freehold Land Sitauated at :- Vill Haidalpur, Tehsil- Kalpi, Dist. Jalaun, UP Pin Code > 285122 Acre 2.40 3 Freehold Land Sitauated at : - Vill Nasirpur, Tehsil- Kalpi, Dist. Jalaun, UP Pin Code > 285122 Acre 8.15 TOTAL 271.1 3 B) Building Sr No Type of Assets Location Unit of Measuremen t Qty 1 STORAGE CONTAINER,40FT UP2 Essel Solar Power Plant / Okasha Village, Tehsil- Kaipi, District- Jalaun....
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.... given to us and documents submitted to us. We owe no liability either financial or otherwise to anyone in respect of this certificate except our client. For, Hemangi & Associates Chartered Accountants FRN 145225W HEMANGI VYANKATESH MULADKAR Date: 19/02/2024 Place-Ahmedabad Hemangi Mulaokar Partner M No. 127083 UDIN No 24127083BJZYUU8659 Office :306, Yash Arian Vivekanand Square,Memnagar,Ahmedabad-380052 M.No-9909956765 email-id: [email protected] CA INDIA HEMANGI & ASSOCIATES CHARTERED ACCOUNTANTS Annexure-1 A) Freehold Land Sr. No. Type of Assets Location Unit of Measurement Total 1 Freehold Land Sitauated at :- Vill Nimbal BK, Taluka- Indi, Dist. Vijaypur, Karnataka Pin Code > 586211 Acre 39.45 TOTAL 39.45 B) Building Sr No Type of Assets Location Unit of Measurement Qty 1 STORAGE CONTAINER,40FT Gulbarga Essel Solar Power Plant / Nimbal BK Village, Taluka-Indi, District- Vijaypura, Karnataka, India, Pin-586209 Number 2 STORAGE CONTAINER,40FT C) Other Fixed Assets PLANT & MACHINERY OFFICE EQUIPMENTS FURNITURES & FIXTURE VEHICLES COMPUTER HARDWARE COMPUTER SOFTWARE HEMANGI VYANKATESH MULADICAR Off....
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....in Code > 586211 Acre 30.33 TOTAL 30.33 B) Other Fixed Assets PLANT & MACHINERY OFFICE EQUIPMENTS FURNITURES & FIXTURE VEHICLES COMPUTER HARDWARE HEMANGI WANKATESH MULAOKAR Office :306, Yash Arian Vivekanand Square,Memnagar,Ahmedabad-380052 M.No-9909956765 email-id: [email protected] T CA INDIA HEMANGI & ASSOCIATES CHARTERED ACCOUNTANTS CERTIFICATE I have gone through the books of accounts and other records of Essel Urja Private Limited ("the company") having its registered office at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S G. Highway, Khodiyar Ahmedabad 382421. I hereby certify that freehold property and other fixed assets held by the company as on 31 December, 2023 are as per Annexure 1. This certificate has been issued for submission with National Company Law Tribunal, In connection with the proposed scheme of Amalgamation of Adani Green Energy (Tamilnadu) Limited and Kamuthi Solar Power Limited and Ramnad Solar Power Limited and Kamuthi Renewable Energy Limited and Ramnad Renewable Energy Limited and Adani Renewable Energy Holding Ten Limited and Essel Gulbarga Solar Power Private Limited and Essel Bagalko....
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....TURES & FIXTURE VEHICLES COMPUTER HARDWARE COMPUTER SOFTWARE HEMANGI VYANKATESH MULACKAR Office :306, Yash Arian Vivekanand Square,Memnagar,Ahmedabad-380052 M.No-9909956765 email-id: [email protected] CA INDIA HEMANGI & ASSOCIATES CHARTERED ACCOUNTANTS CERTIFICATE I have gone through the books of accounts and other records of Kn Bijapura Solar Energy Private Limited ("the company") having its registered office at Adanl Corporate House, Shantigram, Near Vaishno Devi Circle, S G. Highway, Khodiyar Ahmedabad 382421. I hereby certify that freehold property and other fixed assets held by the company as on 31" December, 2023 are as per Annexure 1. This certificate has been Issued for submission with National Company Law Tribunal, in connection with the proposed scheme of Amalgamation of Adani Green Energy (Tamilnadu) Limited and Kamuthi Solar Power Limited and Ramnad Solar Power Limited and Kamuthi Renewable Energy Limited and Ramnad Renewable Energy Limited and Adani Renewable Energy Holding Ten Limited and Essel Gulbarga Solar Power Private Limited and Essel Bagalkot Solar Energy Private Limited and Pn Clean Energy Limited and Pn Renewable Energy Limited a....
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....ribunal, in connection with the proposed scheme of Amalgamation of Adani Green Energy (Tamilnadu) Limited and Kamuthi Solar Power Limited and Ramnad Solar Power Limited and Kamuthi Renewable Energy Limited and Ramnad Renewable Energy Limited and Adani Renewable Energy Holding Ten Limited and Essel Gulbarga Solar Power Private Limited and Essel Bagalkot Solar Energy Private Limited and Pn Clean Energy Limited and Pn Renewable Energy Limited and Essel Urja Private Limited and In Urja Private Limited and Kn Sindagl Solar Energy Private Limited and Kn Indi Vijayapura Solar Energy Private Limited and Kn Bijapura Solar Energy Private Limited and Kn Muddeblhal Solar Energy Private Limited with Adani Green Energy Twenty Three Limited under section 230 to 232 of the Companies act, 2013 and other applicable provisions of the Companies Act, 2013. This certificate is issued at the request of the company's management and we have relied upon unaudited books of accounts, management representation, the information and explanation given to us and documents submitted to us. We owe no liability either financial or otherwise to anyone in respect of this certificate except our client. For, Hemang....
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....ted with Adani Green Energy Twenty Three Limited under section 230 to 232 of the Companies act, 2013 and other applicable provisions of the Companies Act, 2013. This certificate is issued at the request of the company's management and we have relled upon unaudited books of accounts, management representation, the information and explanation given to us and documents submitted to us. We owe no liability either financial or otherwise to anyone in respect of this certificate except our client. For, Hemangi & Associates Chartered Accountants FRN 145225W HEMANGI VYANKATE SH MULAOKAR Date: 19/02/2024 Place-Ahmedabad Hemangi Mulaokar Partner M No. 127083 UDIN No: 24127083BJZYUN7597 Office :306, Yash Arian Vivekanand Square,Memnagar,Ahmedabad-380052 M.No-9909956765 email-id: [email protected] TR CA INDIA HEMANGI & ASSOCIATES CHARTERED ACCOUNTANTS Annexure 1 A) Freehold Land Sr. No. Type of Assets Location Unit of Measurement Total 1 Freehold Land Sitauated at :- Vill Kolur, Taluka- Mudhevihal, Dist, Bijapur, Karnataka Pin Code > 586129 Acre 96.62 B) Building Sr No Type of Assets Location Unit of Measurement Qty 1 SECURITY ROOM & GATE Mu....