M/S. Harri Wind Farms vs Suzlon Global Services Limited

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NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH, NEW DELHI COMPANY APPEAL (AT) NO.116 of 2025 In the matter of: Harri Wind Farms Appellant Vs Suzlon Global Services Ltd & Anr Respondent For Appellant: Mr Nikhil Nayyar, Sr Advocate, Mr Mohit D Ram, Mr. NP Vijaykumar, Ms Nayan Gupta, Mr Arnav Chaudhary, Advocates. For Respondent: Mr Krishnendu Datta, Sr Advocate, Mr Harsh Saxena, Ms Alina Merin Mathew, Mr Anshul Rao, Advocates. With COMPANY APPEAL (AT) NO.117 of 2025 In the matter of: Harri Wind Farms Appellant Vs Suzlon Global Services Ltd & Anr Respondent For Appellant: Mr Nikhil Nayyar, Sr Advocate, Mr Mohit D Ram, Mr. NP Vijaykumar, Ms Nayan Gupta, Mr Arnav Chaudhary, Advocates. For Respondent: Mr Krishnendu Datta, Sr Advocate, Mr Harsh Saxena, Ms Alina Merin Mathew, Mr Anshul Rao, Advocates.

ORDER

HYBRID MODE 24.11.2025: These two appeals have been filed against an impugned order dated

08.05.2025 whereby an objection application filed by the appellant herein

against Scheme of Amalgamation between M/s SGSL and M/s SEL was

dismissed by the Ld. NCLT, Ahmedabad Bench, on the ground the applicant's

application is not only non-maintainable due to lack of locus standi but also 2

appears to be a calculated attempt to obstruct a scheme that has received

overwhelming creditor's approval. The appellant was neither a shareholder nor

a recognized creditor of the Respondent company. The Ld. NCLT further

observed the issue raised by the appellant viz suppression of material facts;

related party creditors; financial motives, are all an attempt to circumvent the

statutory threshold and disrupt the Scheme's implementation. The Ld. NCLT

further observed the conduct of the appellant is egregious as it undermines the

expeditious resolution of Corporate Restructuring Processes, which was critical

to the commercial interest of stakeholders and then it imposed a cost of Rs.10

lacs upon the appellant to be deposited in the Prime Minister National Relief

Fund within 7 days.

2. It was argued by the Ld. Sr. Counsel for the appellant that the appellant

filed an application under Section 9 IBC before the Ld. Adjudicating Authority

and no reply was filed by M/s SGWPL to such petition and it was only filed when

a cost of Rs.10000/- was imposed upon it by the Ld. NCLT, Ahmedabad. The

final arguments on behalf of the appellant were concluded in CP(IB) No.318/2022

and matter was listed for Respondent's arguments on 27.02.2024. It is argued

the appellant was informed on 26.2.2024 that Power Evacuation and Project

Execution Division of M/s SGWPL were demerged into M/s Suzlon Global

Services Ltd by a Scheme of Demerger between Suzlon Gujarat Wind Park Ltd

and Suzlon Global Services Ltd and it was approved by the Ld. NCLT

Ahmedabad.

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3. After demerger, the process of amalgamation was initiated and Respondent

No.1 was to be amalgamated in Respondent No.2. During the pendency of

petition under Section 230 of Companies Act, 2013, appellant had filed

objections, despite being aware of the relevant clauses of the Scheme of

Amalgamation as under: -

1.36 'Undertaking' means all assets and liabilities of the Transferor Company along with all the undertakings and the entire business of the Transferor Company as a going concern as on the Appointed Date, including all its assets, properties (whether movable or immovable, tangible or intangible), investments, rights, approvals, licenses and powers, leasehold rights and all its debts, outstanding, liabilities, duties, obligations, and employees including, but not in any way limited to, the following:

xxxx n. all suits, actions, legal or other proceedings including quasi- judicial, arbitral of whatsoever nature involving or continued or to be enforced by or against the Transferor Company, which are capable of being continued by or against the Transferor Company under the Applicable Law; and o. all debts (secured and unsecured), liabilities including contingent liabilities, duties, leases of the Transferor Company and all other obligations of whatsoever kind, nature and description whatsoever and howsoever arising, raised or incurred or utilized. Provided that if there exists any reference in the security documents or arrangements entered into by the Transferor Company under which the assets of the Transferor Company stand offered as a security for any financial assistance or obligation, the said reference shall be construed as a reference to the assets pertaining to the Transferor Company vested in the Transferee Company by the virtue of the Scheme. The Scheme shall not operate to enlarge the security for any loan, deposit or facility created by the Transferor Company which shall vest in Transferee Company by virtue of the amalgamation. The Transferee Company shall not be obliged to create any further or additional security thereof after the amalgamation has become effective.

5.2.6. Transfer of legal and other proceedings:

4 a. any pending suits/appeals, all legal or other proceedings including before any statutory or quasi-judicial authority or tribunal or other proceedings of whatsoever nature relating to the Transferor Company, whether by or against the Transferor Company, whether pending on the Effective Date or which may be instituted any time in the future, if such proceedings are capable of being continued by or against the Transferee Company, shall not abate, be discontinued or in any way prejudicially be affected by reason of this amalgamation of the Transferor Company or because of the provisions contained in this Scheme. The proceedings shall continue by or against the Transferee Company in the same manner and to the same extent as they would have been continued, prosecuted and/or enforced by or against the Transferor Company, if this Scheme had not been implemented;

b. in case of any litigation, suits, recovery proceedings which are to be initiated by or may be initiated against the Transferor Company, the Transferee Company shall be made party thereto and shall prosecute or defend such proceedings; c. the Transferee Company undertakes to have all legal or other proceedings initiated by or against the Transferor Company, which are capable of being continued by or against the Transferee Company, transferred to its name as soon as is reasonably possible after the Effective Date and to have the same continued, prosecuted and enforced by or against the Transferee Company; and

d. the Transferee Company shall be deemed to be authorised under this Scheme to execute any pleadings, applications, forms, etc., as are required to remove any difficulties and carry out any formalities or compliance as are necessary for the implementation of this Scheme.

4. From the arguments of the learned senior counsel for the appellant we

note the appellant is more concerned with his application under Section 9 IBC

and how it shall proceed. Admittedly the appellant had filed for substitution of

Respondent No.1 and such application is still pending. In the meantime, the

Respondent no. 1 amalgamated to Respondent no. 2 on 8th May, 2025 and per 5

the same impugned order the objections as raised by the appellant were also

dismissed. Heard.

5. Admittedly the amalgamation scheme provides for the transfer of legal and

other proceedings (supra) hence, we find no cause to continue this appeal. The

appellant may seek impleadment of Respondent no.2 in such petition u/s 9 of

IBC or lest pursue its remedy as per law, hence we are not inclined to interfere

in dismissal of his objections.

6. However, at this stage, learned senior counsel for the appellant prays the

cost imposed of Rs.10 lacs be reduced as the appellant acted bona fide in filing

the objections for the reasons aforesaid. Though the learned senior counsel for

the respondent objects to the bona fide of the appellant but submits has no

objection if the cost imposed is reduced. Since no serious objection is raised by

the learned senior counsel for the Respondent qua the cost imposed and has

rather no objection if the cost is reduced to Rs.2.5 lakhs, hence we reduce the

cost to Rs.2.5 lac, to be paid in the account of Prime Minister National Relief

Fund, within six weeks from today. The proof of deposit of cost be submitted to

the Ld. Registrar of this Tribunal within a week thereafter.

7. With these observations, both the appeals stand disposed off. 6

8. IAs No.3146, 3147, 3148, 3151, 3152 and 3153 of 2025 are also disposed

off.

(Justice Yogesh Khanna) Member (Judicial)

(Mr. Ajai Das Mehrotra) Member (Technical) Bm/rr