Section 180 of ca 2013

It is not clear what is meant by 'awarded two projects'.  Has the company just received order for execution of these projects?  In that case it is not an undertaking.  However, if say the company had two existing plants which are to be trnsferred to the WOS, in that case it will be an undertaking and consent ui/s 180 will be required.

We are into road constructions and the government has awarded construction of two new roads to us which has been transferred to the new SPV

Explanation(i) to Sec.180(1)(a) defines "undertaking" as un undertaking in which the investment of the company exceeds 20% of its net worth as per the audited balance sheet of the preceding financial year or an undertaking which generates 20% of the total  income of the company during the previous financial year.

Thus two given criteria are:

1. Investment in undertaking exceeds 20% of net worth as per last audited B/S -- In your case you have not invested anything on the project and hence not applicable.

2. Undertaking generates 20% of total income of company during previous FY -- In your case not applicable since the project is yet to commence.

Since this is not an undertaking, consent u/s 180 is not required.