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2025 Supreme(Online)(NCLT) 241
NATIONAL COMPANY LAW TRIBUNAL
SHRI JYOTI KUMAR TRIPATHI, SHRI RAVICHANDRAN RAMASAMY, JJ
ILINK MULTITECH SOLUTIONS PRIVATE LIMITED VS
C.A.(CAA) - 64/2024
For the Petitioner:inbarajur@gmail.com
The Tribunal can dispense with meetings of shareholders and creditors if unanimous consent is obtained, facilitating the approval of a Scheme of Amalgamation.
Headnote:(A) Companies Act, 2013 - Sections 230-232 - Scheme of Amalgamation - Joint Application filed by two companies seeking dispensation of meetings of shareholders and creditors - The Tribunal found that consent affidavits from all shareholders and creditors were obtained, justifying the dispensation of meetings - The application was allowed, directing the companies to file for the Second Motion within 14 days. (Paras 1-15)
(B) Amalgamation - Requirements for approval - The necessity of convening meetings of shareholders and creditors can be dispensed with if consent is obtained from all parties involved. (Paras 7-14)
Facts of the case:
The application was filed by two private limited companies for a Scheme of Amalgamation, with all necessary consent affidavits from shareholders and creditors submitted.
Findings of Court:
The Tribunal approved the Scheme of Amalgamation based on the unanimous consent of shareholders and the absence of creditors.
Issues: The main issue was whether the meetings of shareholders and creditors could be dispensed with based on the consent obtained.
Ratio Decidendi: The Tribunal ruled that the unanimous consent of shareholders and the absence of creditors justified the dispensation of meetings, allowing the amalgamation process to proceed.
Result: Application allowed.
ORDER
This is a Joint Application filed by Ilink Multitech Solutions Private Limited (hereinafter referred as the “1st Applicant/Transferee Company”) and Ilink Systems Private Limited (hereinafter “2nd Applicant/Transferor Company) and its Shareholders under section 230-232 of Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the “SCHEME”) proposed by the Applicant Companies herein with its Shareholders.
The said Scheme is placed in Page 251-279 of the Application Typeset.
2. The Applicant Companies in this Company Application have sought for the following reliefs;
| EQUITY SHAREHOLDERS | PREFERENCE SHAREHOLDERS | SECURED CREDITORS | UNSECURED CREDITORS | |
| TRANSFEREE COMPANY | To Dispense with the meeting | To Dispense with the meeting | NA | To Dispense with the meeting |
| TRANSFEROR COMPANY | To Dispense with the meeting | NA | NA | NA |
3. The steps involved in the Scheme of Amalgamation as provided in the Application are reproduced hereunder:
4. The RATIONALE OF THE SCHEME is as under:
5. It is stated that the Transferee Company namely Ilink Multitech Solutions Private Limited is a Private Limited Company incorporated under the provisions of the Companies Act, 1956 on 23.08.2001 with CIN:U72900TN2001PTC047628. The Authorized / subscribed / paid up Share Capital of the Transferee Company as on 15.10.2024 as stated in the Application are as follows:
| Particulars | Amount in Rs. |
| Authorised Share Capital | |
| 18,60,000 Equity Shares of Rs.10/- each | 1,86,00,000 |
| 1,18,000 Convertible Preference Shares of Rs.50/- each | 59,00,000 |
| Total | 2,45,00,000 |
| Issued, Subscribed and Paid up Share Capital | |
| 10,58,660 Equity Shares of Rs.10/- each | 1,05,86,600 |
| 58,661 Compulsorily Convertible Preference Shares of Rs.50/- | 29,33,050 |
| Total | 1,35,19,650 |
(ii) The 2nd Applicant/Transferor Company viz., Ilink Systems Private Limited is a Private Limited Company incorporated under the provisions of Companies Act, 1956 on 12.01.2011 with CIN No. U72900TN2011PTC078780. The Authorized / Issued / Subscribed and Paid up Share Capital of the 2nd Applicant/Transferor Company as on 15.10.2024 as stated in the Application are as follows:
| Particulars | Amount in Rs. |
| Authorised Share Capital | |
| 5,00,000 Equity Shares of Rs.10/- each | 50,00,000 |
| Total | 50,00,000 |
| Issued, Subscribed and Paid up Share Capital | |
| 3,23,077 Equity Shares of Rs.10/- each | 32,30,770 |
| Total | 32,30,770 |
6. It is stated that this Application is being filed in relation to a Scheme of Amalgamation between Ilink Multitech Private Limited (Transferee Company) and Ilink Systems Private Limited (Transferor Company) and their respective shareholders and creditors.
7. Ld. Counsel for the Applicants has stated that, this Tribunal may dispense with the meetings of Equity Shareholders, Preference Shareholders & Unsecured Creditors of the 1st applicant /Transferee Company and to dispense with the meeting of Equity Shareholders of the Transferor Company and to allow the companies to file Joint Company Petition.
8. Affidavits in support of the above application sworn in, on behalf of the Transferor/Transferee Company has been effected by Mrs.Cheyyar Nageswaran Prasanna in the capacity of Authorized Signatory. The same are placed along with the Application. It is also represented that the registered office of both the Applicant Companies are situated in the State of Tamil Nadu and therefore it is within the jurisdiction of this Tribunal.
9. We have perused the application and the connected documents/papers filed therewith including the Scheme contemplated by the Applicant companies.
10. The Applicant Companies have filed the Memorandum of Association (MOA) and Articles of Association (AOA) inter alia describing its object clauses as well as their last available Audited Financial Statements of Transferee Company and the Transferor Company for the year ended 31.03.2023 and Provisional/ Unaudited Financial Statements as on 15.10.2024.
11. The Boar
