IN THE NATIONAL COMPANY LAW TRIBUNAL,

DIVISION BENCH - II, CHENNAI

CA(CAA)/64(CHE)/2024

(Under Sections 230 to 232 of the Companies Act, 2013

In the matter of Scheme of Amalgamation between

ILINK MULTITECH SOLUTIONS PRIVATE LIMITED

CIN: U72900TN2001PTC047628

Registered Office: 9th Floor, RMZ Millenia Business Park II,

Campus 5, No.143, Dr. MGR Road, Perungudi,

Chennai – 600 096.

Represented by Authorised Signatory Mrs.Cheyyar Nageswaran

Prasanna

…1st Applicant /Transferee Company ILINK SYSTEMS PRIVATE LIMITED

CIN: U72900TN2011PTC078780

Registered Office: 7 &8, First Level,

ELCOT IT Park, Navalpattu,

Trichirapally – 620 026.

Represented by Authorised Signatory Mrs.Cheyyar Nageswaran

Prasanna

… 2nd Applicant /Transferor Company

and their respective Shareholders and Creditors.

Order Pronounced on 18 February 2025

CORAM:

SHRI JYOTI KUMAR TRIPATHI, MEMBER (JUDICIAL)

SHRI RAVICHANDRAN RAMASAMY, MEMBER (TECHNICAL)

For Applicants: R.Inbaraju, Advocate

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;

PREFERENCE SECURED UNSECURED EQUITY SHAREHOLDERS CREDITORS CREDITORS SHAREHOLDERS To Dispense To Dispense To Dispense TRANSFEREE with the NA with the with the meeting COMPANY meeting meeting To Dispense TRANSFEROR with the NA NA NA COMPANY meeting

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:

(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:

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 compa