sebi:WTM/SM/CFID/43/2021-22
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Facts / Headnote
Interim Order dated February 15, 2021 confirmed with modifications: Fenice and South Lake permitted to convert CCPS in SILRES Energy into equity shares and exercise information, consent, and board representation rights (subject to undertaking not to dispose of SILRES Energy assets transferred from SIL); SIL permitted to license the 'SunEdison' brand for revenue generation (validity not exceeding one year at a time, renewable at option of the Company, subject to further SEBI directions). Status quo on the Framework Agreement transactions otherwise maintained pending investigation.
Provisions invoked
- s. 19
- s. 11(1)
Parties
- SunEdison Infrastructure Limited
Holding
The ex-parte ad-interim Order dated February 15, 2021 restraining SunEdison Infrastructure Limited from proceeding with the Framework Agreement was confirmed with modifications, permitting Fenice and South Lake to convert their CCPS in SILRES Energy and exercise associated rights, and permitting SIL to license the 'SunEdison' brand, while maintaining status quo on the remaining transactions pending completion of investigation.
Full text
Confirmation Order in the matter of SunEdison Infrastructure Limited Page 1 of 28 WTM/SM/CFID/43/2021-22 SECURITIES AND EXCHANGE BOARD OF INDIA
Confirmation Order in the matter of SunEdison Infrastructure Limited Page 2 of 28 other businesses of the Company to a promoter entity namely, Sherisha Technologies Private Limited (hereinafter referred to as “STPL”), or to another related entity of the Company namely, SunEdison Energy Solutions Private Limited (hereinafter referred to as “SESPL”) in terms of the corporate restructuring agreed upon in the said Framework Agreement. The same was also disclosed by the Company to BSE vide its letter dated June 24, 2020. Subsequently, the Framework Agreement was approved by shareholders of the Company in an Extraordinary General Meeting (‘EGM’) dated December 11, 2020.
Confirmation Order in the matter of SunEdison Infrastructure Limited Page 3 of 28 Wherein, Step 1: Transfer of 100% shareholding of SIL in SEITPL to Ishaan. Step 2: Transfer of Completed project SPVs from Sherisha Solar Pvt. Ltd. (‘SSPL’) to SIL Rooftop at a consideration of INR 114,87,52,516. Step 3: Conversion of SSPL into Sherisha Solar LLP Step 4: Investment of INR 18.67 Crores by SIL in Sherisha Solar LLP leading to acquisition of 36% of partnership interest and 99.99% economic interest in it by SIL. It is important to note here that the amount to be invested by SIL into Sherisha Solar LLP was disclosed to shareholders only on December 16, 2020 i.e. subsequent to the EGM (held on December 11, 2020). The details of impact and probable consequences of such investment has been discussed and dealt with later on in this order. Step 5: Transfer of Ishaan (along with SEITPL), Enrecover Energy, Megamic Electronics, SILRES Energy and Sherisha Solar LLP (36% partnership interest
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Source: SecMarx — sebi:WTM/SM/CFID/43/2021-22. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.