IN THE NATIONAL COMPANY LAW TRIBUNAL

DIVISION BENCH - II, CHENNAI

CA (CAA)/ 48 (CHE)/ 2025

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

In the matter of Scheme of Amalgamation of ILP 3 India Private Limited (Transferor

Company No. 1) and ILP 3 India 12 Private Limited (Transferor Company No. 2) with

ILP 3 India 13 Private Limited (Transferee Company) and their shareholders

ILP 3 INDIA 11 PRIVATE LIMITED

(CIN: U045209TN2019FTC180184)

Having its Registered Office at

RMZ Millenia Business Park, Campus 1A, No. 143,

Dr. M.G.R. Road, (North Veeranam Salai), Perungudi, Saidapet, Kanchipuram, Tamil Nadu, India – 600 096.

Represented by its Director,

Mr. Anil Sheshnath Singh, Authorized signatory

… 1st Applicant / 1st Transferor Company

And

ILP 3 INDIA 12 PRIVATE LIMITED (CIN: U45202TN2019FTC180183)

Having its Registered Office at

RMZ Millenia Business Park, Campus 1A, No. 143,

Dr. M.G.R. Road, (North Veeranam Salai), Perungudi, Saidapet, Kanchipuram, Tamil Nadu, India – 600 096.

Represented by its Director,

Mr. Anil Sheshnath Singh, Authorized signatory

… 2nd Applicant / 2nd Transferor Company

With

ILP 3 INDIA 13 PRIVATE LIMITED

(CIN: U455000TN2019FTC180181)

Having its Registered Office at

RMZ Millenia Business Park, Campus 1A, No. 143,

Dr. M.G.R. Road, (North Veeranam Salai), Perungudi,

Saidapet, Kanchipuram, Tamil Nadu, India – 600 096.

Represented by its Director, Mr. Anil Sheshnath Singh, Authorized signatory … 3rd Applicant / Transferee Company Order Pronounced on 13.08.2025 CORAM Shri. JYOTI KUMAR TRIPATHI, MEMBER (JUDICIAL)

Shri. RAVICHANDRAN RAMASAMY, MEMBER (TECHNICAL)

Present:

For Applicants: Mr. Aravindan S and Ajay Kumaran B, Advocates

ORDER

(Hearing through hybrid mode)

1. The present application have been filed jointly by the Applicant Companies, namely ILP 3 INDIA 11 PRIVATE LIMITED (hereinafter “1s Transferor Company) and ILP 3 INDIA 12 PRIVATE LIMITED (hereinafter “2nd Transferor Company”) with ILP 3 INDIA 13 PRIVATE LIMITED (hereinafter “Transferee Company”) under sections 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Amalgamations and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the “SCHEME”) proposed by the Applicant Companies. The said Scheme is appended as “Annexure A1” in the application.

2. The Applicant Companies in this Application has sought for the following reliefs;

3. Affidavits in support of the present Application sworn for and on behalf of the Applicant Companies have been filed by authorized signatories, details of which are listed hereunder: -

i) Mr. Anil Sheshnath Singh, on behalf of all the Applicant companies, as its Director/ Authorized signatory.

4. It is submitted that the Transferor Company is a Private Limited Company, incorporated under the provisions of Companies Act, 1956 on 11.09.2019 with name ILP 3 INDIA 11 PRIVATE LIMITED. The Share Capital of the Transferor Company as on 31.05.2024 is as follows:

MAIN OBJECTS OF THE TRANSFEROR COMPANY IN BRIEF "a. The main objects of Transferor Company No. 1 are set out in its memorandum of association and inter alia, as follows:

To carry on business to setup, develop, acquire. deal-in, manage warehousing, logistics, industrial infrastructures including industrial warehouse(s), industrial park(s), logistic park(s) and such other warehousing, logistic facilities and for that purpose, to enter into transactions to buy, acquire, own, purchase, lease, source, develop, construct, build, alter, convert, improve, design, erect, establish, equip, cut to size, dismantle, pull down, turn to account, furnish, level, decorate, fabricate, install, finish, repair, maintain, search, survey, examine, inspect, locate, modify, operate, protect, promote, provide, participate, file bids, and participate in auctions, reconstruct, grout, dig, excavate, pour, renovate, remodel, rebuild, undertake, contribute, assist, handover or deal in any other form and types or lands, bu