THE NATIONAL COMPANY LAW TRIBUNAL

CHANDIGARH BENCH (COURT-I), CHANDIGARH

Under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules,

2016.

IN THE MATTER OF COMPOSITE SCHEME OF AMALGAMATION AND

ARRANGEMENT AMONGST

Talent Hired-The Job Store Private Limited

with its registered office at A-10, Infocity I, Sector-34,

Gurugaon-122001, Haryana

PAN: AAECT4240J

CIN: U74900HR2012PTC074373

……. Transferor Company/ Applicant Company No. 1

And

Peoplestrong Technologies Private Limited

with its registered office at A-10, Infocity I, Sector-34,

Gurugaon-122001, Haryana

PAN: AADCP8140Q

CIN: U74910HR2006PTC074078

…… Transferee Company / Demerged Company/ Applicant Company No.2

And

Taggd Talent Technologies Private Limited

with its registered office at A-10, Infocity I, Sector-34,

Gurugaon-122001, Haryana

PAN: AAKCT8802A

CIN: U78300HR2024PTC120147

…… Resulting Company/ Applicant Company No.3

Order delivered on: 30 .08.2024 Coram: HON’BLE SH. HARNAM SINGH THAKUR, MEMBER (JUDICIAL) HON’BLE SH. RAHUL PRASAD BHATNAGAR, MEMBER (TECHNICAL)

Present: -

For the Applicant Companies: Mr. Rishabh Sachdeva, Advocate Per: Mr. Harnam Singh Thakur , Member (Judicial)

Mr. Rahul Prasad Bhatnagar, Member (Technical)

ORDER

1. This is a Joint First Motion Application filed by Applicant Companies namely; Talent Hired-The Job Store Private Limited (hereinafter referred to as “Transferor Company/ Applicant Company No.1”) and Peoplestrong Technologies Private Limited (hereinafter referred to as “Transferee Company/ Demerged Company/ Applicant Company No.2”) and Taggd Talent Technologies Private Limited (hereinafter referred to as “Resulting Company/ Applicant Company No. 3”) under section 230-232 and other applicable provisions of the Companies Act, 2013 (the Act) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, for Amalgamation of Applicant Company No.1/Transferor Company with Applicant No.2/Transferee Company and Demerger of Taggd Business Undertaking of Applicant No.2/Transferee Company into Applicant No.3/Resulting Company on a going concern basis and to obtain appropriate orders to dispense with meetings of Equity Shareholders, Secured Creditors and Un-secured Creditors of the Applicant Companies for the purpose of the considering and approving, with or without modification, the aforesaid Scheme of Amalgamation and Arrangement. The said Composite Scheme of Amalgamation and Arrangement is attached as Annexure-3 of the Application.

2. The registered offices of all the Applicant Companies are situated in the State of Haryana and, therefore, this Application is under the territorial jurisdiction of this Bench.

3. The Facts of the case, as stated in the Application, are as below:

(i) The Applicant Company No.1, TALENT HIRED-THE JOB STORE PRIVATE LIMITED was incorporated as a private limited company under the provisions of the Companies Act, 1956 on 22.10.2012 bearing Corporate Identification Number (“CIN”) U74900HR2012PTC074373, PAN: AAECT4240J and email:rajesh@peoplestrong.com, with its registered office situated at A-10, Infocity I, Sector- 34, Gurgaon, Haryana 122001. Applicant Company No. 1 is a wholly owned subsidiary of PeopleStrong Technologies Private Limited (“Transferee Company”/ “Demerged Company”/ “Applicant Company No. 2”). Its authorised share capital is Rs.5,00,000/- divided into 5,00,000 Equity Shares of Rs 1/- each and issued, subscribed and paid-up share capital is Rs.1,00,000/- divided into 1,00,000 Equity Shares of Rs.1/- each and till the date of filing of this application there has been no change in the equity share capital structure of the Company. The main objects of the company as on the date of filing of the Scheme are reproduced as below:

1. To carry on the business of providing or outsourcing manpower placement and recruiting, selecting, interviewing, training and employing all types of executives, middle management staff, junior level staff, w