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2024 Supreme(Online)(NCLT) 2546

NATIONAL COMPANY LAW TRIBUNAL
SHRI. RAJEEV BHARDWAJ, J, SHRI. SANJAY PURI, T
M/s.BPMLINKS Solutions Private Limited – Appellant
Versus
M/s.STERLING5 PRIVATE LIMITED – Respondent
Company Application (CAA) No.16/230/HDB/2024



Advocates:
For the Applicant: Mr.L.Dhanamjay Reddy, PCS

The Tribunal can dispense with the requirement of meetings for shareholder and creditors if there are no objections to the merger, ensuring operational efficiency.

Headnote:(A) Companies Act, 2013 - Sections 230 to 232 - Scheme of Merger - Joint application by Transferor and Transferee Companies seeking to dispense with the requirement of holding shareholder and creditor meetings - Approval for the Scheme of Merger between BPMLINKS Solutions Private Limited and STERLING5 PRIVATE LIMITED granted by Tribunal - The merger aims to create operational synergies and enhance shareholder value. (Paras 1 - 14)

(B) The Tribunal noted that convening meetings may not be necessary as there were no objections from creditors or shareholders. (Paras 15 a, b)

Table of Content
1. joint application for merger approval. (Para 1)
2. rationale and benefits of the proposed merger. (Para 3 , 5 , 6 , 8)
3. tribunal's decision to dispense with meetings. (Para 15)

ORDER

1. This is a Joint Application filed on behalf of the Applicants, M/s. BPMLINKS Solutions Private Limited (Transferor Company) and M/s.Sterling5 Private Limited (Transferee Company) under Sections 230 -232 of the Companies Act , 2013, inter-alia seeking to dispense with the requirement of holding the meetings of the Shareholders of the Applicant/Transferor Company and Transferee Company and to convene the meetings of the secured creditors and unsecured creditors of the Applicant/ Transferor and Transferee Company for consideration of the Scheme of Merger, between the Applicant Companies, their respective shareholders and creditors.

2. The Registered Offices of the Applicant Companies are situated in the State of Telangana.

3. The brief facts of the case:

1.1 M/s.BPMLINKS Solutions Private Limited (Applicant Company/ Transferor Company) was incorporated on 02.01.2018 with CIN: U72900TG2018PTC121564.

1.2 The authorized share capital of the Transferor Company as on 31.03.2023 is Rs.1,00,000/- divided into 10,000 Equity shares of Rs.10/- each. Subsequently on 21.06.2023 the authorized share capital has been increased to Rs.1,00,00,000/- divided into 10,00,000 Equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.1,00,000/- divided into 10,000 Equity shares of Rs.10/- each.

1.3 The objects of the Applicant Company/ Transferor Company are as follows:

a. To carry on the business of specifying, designing, developing, debugging, Testing, altering, buying, selling, exchanging, importing, exporting, trading, distributing, marketing and generally dealing in all kinds of computer software techniques/packages/computer based tools and to offer the services of system integration, installing and commissioning services, maintenance of software, project management and in transferring technology etc., in India and abroad covering algorithms, mathematical solutions, word processing, designs in all medical, engineering and allied fields of its application, computer aided.

b. To carry on the business of providing various Information Technology based solutions and services such as Medical Record Coding, Data Transmission, Data Entry, Data Proceeding Data Base Management Systems, Data Analytics, Multimedia and Graphics Designing Works Staff training, Medical Transcription Services, Technology based Survey.

c. To carry on the business of providing Manpower placement, Contracting, Sub-Contracting, consultancy and recruiting, Selecting, on the 3 To carry Interviewing, Training and Employing all types of executives, Middle Management. It Staff, Junior Level Staff, Workers, Labourer’s Skilled Unskilled required to individuals, bodies, corporate, societies, undertakings, institutions, associations, government, local authorities in and side India.

d. To develop, provide, undertake, design, import, export, distribute and deal in Systems and application software for microprocessor based information systems and Mobile Technologies off shore software development projects. Internet service provider, and solutions in all areas of application including those in Emerging niche segments like Internet and Intranet based web applications solutions software enterprise, Mobile Applications, resource planning, e-commerce, value added products and other business application either for its own use for sale in India or for export outside India and to design and develop such systems and application software for and on behalf of manufactures owners and users of computer, telecom, digital, electronic equipment in India or elsewhere in the world.

e. To carry on the business of providing outsourcing services for all processes, sub-Processes, transactions, activities and all other work performed by business in various industries within India and across the world. This

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