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Smartlink Holdings Limited M&A Activity 2025

Jan 15, 2025

60495_rns_2025-01-15_24415d4d-e81b-46a3-9ad2-4449a5f67d54.pdf

M&A Activity

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January 15, 2025

To, To, The Manager The Manager - Corporate Compliance The Corporate Relationship Department, National Stock Exchange of India Limited BSE Limited, "Exchange Plaza", Bandra - Kurla Phiroze Jeejeebhoy Towers, Complex, Bandra (E), Dalal Street, Mumbai - 400 001 Mumbai - 400 051 Scrip Code: 532419 Symbol: SMARTLINK

Sub: Sanction of the Scheme by the Hon’ble National Company Law Tribunal (“NCLT”)

Ref: Scheme of Amalgamation between Smartlink Holdings Limited (‘SHL’) and Synegra EMS Limited (‘SEL’), Wholly Owned Subsidiary of SHL and their respective shareholders, pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”)

Dear Sir/Madam,

In accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform you that the Scheme of Amalgamation between Smartlink Holdings Limited and Synegra EMS Limited has received approval from the NCLT, Mumbai Bench, through an order delivered on January 09, 2025. The final order has been uploaded on the NCLT website, accessible as on January 14, 2025, in the evening. A copy of the said Order, as downloaded from the website of the NCLT, is enclosed herewith, for your information.

We are currently in the process of obtaining certified copies of the order from the NCLT and we will notify the Stock Exchanges and make the information available on the Company's website, on receipt of the certified order copy.

The Scheme will come into effect once the above certified copies of order from the NCLT is filed with the Registrar of Companies, Ministry of Corporate Affairs and after fulfilling other conditions as specified in the Scheme.

Kindly take note of the same and acknowledge the receipt.

Yours Faithfully,

For SMARTLINK HOLDINGS LIMITED

Digitally signed by EDLAN EDGAR EDLAN EDGAR FERNANDES FERNANDES Date: 2025.01.15 11:23:50 +05'30'

EDLAN FERNANDES COMPANY SECRETARY ACS 53614

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NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/175/MB-IV/2024 IN CA (CAA)/99/MB/2024

In the matter of

the Companies Act, 2013;

AND

In the Matter of

Section 230-232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016;

AND

In the matter of Amalgamation Of

SYNEGRA EMS LIMITED

(“Transferor Company”)

With

SMARTLINK HOLDINGS LIMITED

(“Transferee Company”)

And

their respective Shareholders.

SYNEGRA EMS LIMITED

… First Petitioner Company

[CIN: U31909GA2016PLC012969]

… Second Petitioner Company

SMARTLINK HOLDINGS LIMITED [CIN: L67100GA1993PLC001341]

Order delivered on: 09.01.2025

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/175/MB-IV/2024 IN CA(CAA)/99/MB/2024

Coram :

Mr. Sanjiv Dutt Hon’ble Member (Technical)

Mr. Kishore Vemulapalli Hon’ble Member (Judicial)

Appearances :

For the Petitioner :

Mr. Ahmed M. Chunawala, Mr. Karshil Shah and Mr. Mahadev Parab i/b Rajesh Shah & Co, Advocates.

For the Regional Director (WR) :

Mr. Tushar Wagh, Deputy Director of the Regional Director.

ORDER

  1. Heard Learned Counsel for the Petitioner Companies and the representative of the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai.

  2. The Advocate for the Petitioner Company submits that the Petitioner Company has filed the present Company Scheme Petition seeking sanction of this Tribunal to the Scheme of Amalgamation between Synegra Ems Limited (“Transferor Company” or “Petitioner Company No. 1” or “SEL”) and Smartlink Holdings Limited (“Transferee Company” or “Petitioner Company No. 2” or “SHL”) and their respective Shareholders.

  3. The Advocate for the Petitioner Company submits that the Petitioner Companies have approved the said Scheme of Amalgamation by passing the Board Resolutions dated 9[th] February, 2024.

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NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/175/MB-IV/2024 IN CA(CAA)/99/MB/2024

  1. The Advocate for the Petitioner Company submits that the Petition has been filed in consonance with the Order of this Tribunal passed in the Company Scheme Application No. 99 of 2024.

  2. It is submitted that the Petitioner Companies have complied with all requirements as per directions of this Tribunal and they have filed necessary affidavits of compliance.

  3. The Petitioner Companies state that the Petitioner Company No. 1 is presently carrying on business of manufacture of various categories of electronic and IT products on job work basis and also engages in contract manufacturing for original equipment manufacturer and that the Petitioner Company No. 2 is an NBFC and operates as an Investment company. The Petitioner company No. 1 is wholly owned subsidiary of Petitioner Company No. 2.

  4. The Counsel for the Petitioner Company submits that the Rationale for the Scheme is as follows:

  5. a. To foray into design, development, research in the field of Information Technology for networking products at the Holding company level.

  6. b. Reduce managerial overlaps, regulatory compliances which are necessarily involved in running multiple entities and elimination of duplication of administrative expenses, consequently enabling cost savings.

  7. c. Ease in raising funds at Holding company level.

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NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/175/MB-IV/2024 IN CA(CAA)/99/MB/2024

  • d. Economies of scale, greater integration, flexibility and market reach for the amalgamated entity.

  • e. Achieve simplified corporate structure and ensuring more productive and optimum utilization of various resources.

  • The Regional Director (“RD”) has filed its Report dated 26[th] November, 2024 with this Tribunal. The observations of the RD in the Report and the undertaking of the Petitioner Company are mentioned here in below:

Para Regional Director Petitioner Company
2(a) On examination of the report of
the Registrar of Companies,
Goa dated 05.09.2024 (Annexed
as Annexure A-1) for Petitioner
Companies
falls
within
the
jurisdiction of ROC, Goa. It is
submitted that no complaint
and
/or
representation
regarding the proposed scheme
of
Amalgamation
has
been
received against the Petitioner
Companies.
Further,
the
Petitioner Companies has filed
Financial Statements up to
31.03.2023.
The ROC has further submitted
that
in
his
report
dated

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NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/175/MB-IV/2024 IN CA(CAA)/99/MB/2024

_____ _______ _________
05.09.2024 which are as under
:-
i.
That the ROC Goa in its
report dated 05.09.2024
has also stated that No
Inspection, Investigations,
Prosecutions
and
complaint under CA, 2013
have been pending against
the Petitioner Companies.
ii. Inquiry
against
the
Petitioner
Transferor
Company
Synegra
EMS
Limited was ordered by
Ministry Vide its Order No.
3/531/2018/CL-II(WR)
dated 26.07.2018 and the
Report
u/s
208
of
Companies Act, 2013 had
been
submitted
to
the
Regional
Director
on
13.09.2022.		 So far as the observation in
paragraph 2(a)(i) of the Report of
the
Regional
Director
is
concerned,
the
Petitioner
Companies submits that there
are no inspections, investigation
& prosecution is pending against
the subject Petitioner companies
and that is the fact of the case.
So far as the observation in
paragraph 2 (a)(ii) of the Report
of
the
Regional
Director
is
concerned,
the
Petitioner
Companies humbly submit that
none of the Petitioner Companies
have been investigated under
section 210 and 213 of the
Companies Act, 2013. There was
no inspection carried out under
section 206 of the Companies
Act, 2013 of the Transferee
Company.
The
Petitioner
Companies humbly submits that
an inquiry was ordered by the
Registrar of Companies, Goa

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NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/175/MB-IV/2024 IN CA(CAA)/99/MB/2024

_____ _______ _________
(RoC) under Section 206 of the
Companies Act, 2013 calling for
information/documents of the
Transferor
company.
All
documents/information
was
submitted to the RoC. The
Inquiry Notices dated July 13,
2022, August 01, 2022, and the
acknowledgement of the replies
submitted to the said notices,
dated July 18, 2022, August 08,
2022 and August 23, 2022. It is
further
submitted
that
the
Transferor
company
had
received summon from the RoC
under section 207(3) of the
Companies
Act,
2013
dated
November
25,
2022.
The
Transferor Company had duly
submitted
deposition
dated
December
01,
2022
of
the
authorised representative of the
Transferor
company
in
pursuance of the summon under
section 207(3) of the Companies
Act, 2013.Subsequent to the
above notices and summons, no
further communication has been

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NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/175/MB-IV/2024 IN CA(CAA)/99/MB/2024

_____ _______ _________
iii. As
per
MCA
records,
Transferor Company have
two active charges and the
amount involved is Rs.
21,70,00,000/-
iv. As
per
MCA
records,
Transferee Company have
ten active charges and the		 received from the authorities.
Further, it is humbly submitted
that as per the scheme, any
pending litigation or proceedings
against the transferor company
shall be continued in the hands
of the Transferee Company upon
sanction of the scheme.
So far as the observation in
paragraph 2 (a)(iii) of the Report
of
the
Regional
Director
is
concerned, with regards to the
two
open
charges
on
the
Petitioner Company No. 1, the
Petitioner Companies submits
that the said charges of INR
21,70,00,000/-
will
not
be
impacted by the merger of wholly
owned
subsidiary
with
the
Holding Company and also, it is
humbly submitted that the said
charges will be transferred to the
Petitioner Company No.2 on
sanction of the Scheme.
So far as the observation in
paragraph 2 (a)(iv) of the Report
of
the
Regional
Director
is

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NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/175/MB-IV/2024 IN CA(CAA)/99/MB/2024

total amount involved is
Rs. 32,30,61,000/-
v. May be decided on merits.
Hon’ble
NCLT
may
kindly
direct
the
Petitioner
Companies
to
furnish
the
reply on the observations of
ROC,
Mumbai
to
satisfy
Hon’ble NCLT that scheme of
merger is in public interest
and creditors interest and will
not affect adversely.		 concerned,
the
Petitioner
Companies
submit
that
the
twelve active charges of INR
35,30,61,000/-
will
not
be
impacted by the merger of wholly
owned
subsidiary
with
the
Holding Company and also, it is
humbly submitted that the said
charges will remain with the
Petitioner Company No.2, being
the
Transferee
Company
on
sanction of the Scheme.
2(b) Transferee
company
should
undertake to comply with the
provisions of section 232(3)(i) of
the
Companies
Act,
2013
through appropriate affirmation
in respect of fees payable by
Transferee
Company
for
increase of share capital on
account of merger of transfer of
companies.		 So far as the observation in
paragraph 2(b) of the Report of
the
Regional
Director
is
concerned,
the
Petitioner
Companies undertake to comply
with the provisions of Section
232(3)(i) of the Companies Act,
2013 for fees payable by the
Transferee Company for increase
of authorized share capital on
account of merger of Transferor
Company.

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NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/175/MB-IV/2024 IN CA(CAA)/99/MB/2024

2(c) In compliance of Accounting
Standard-14 or IND-AS 103, as
may
be
applicable,
the
transferee company shall pass
such accounting entries which
are necessary in connection
with the scheme to comply with
other
applicable
Accounting
Standards including AS-5 or
IND AS-8 etc.		 So far as the observation in
paragraph 2(c) of the Report of
the
Regional
Director
is
concerned,
the
Petitioner
Companies
submit
that
in
addition to compliance of AS-14
(corresponding IND AS-103) for
accounting
treatment,
the
Transferee Company shall pass
such accounting entries as may
be necessary in connection with
the Scheme to comply with other
applicable accounting standards
such as AS-5 (corresponding IND
AS-8) etc. as applicable.
2(d) The
Hon’ble
Tribunal
may
kindly
direct
the
Petitioner
Companies to file an affidavit to
the extent that the Scheme
enclosed
to
the
Company
Application
and
Company
Petition are one and same and
there is no discrepancy, or no
change is made.		 So far as the observation in
paragraph 2(d) of the Report of
the
Regional
Director
is
concerned,
the
Petitioner
Companies undertake that the
Scheme
enclosed
to
the
Company
Application
and
Company Petition are one and
same and there is no discrepancy
and no changes are made.

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NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/175/MB-IV/2024 IN CA(CAA)/99/MB/2024

2(e) The
Petitioner
Companies
under provisions of section
230(5) of the Companies Act
2013 have to serve notices to
concerned authorities which are
likely to be affected by the
Amalgamation or arrangement.
Further, the approval of the
scheme by the Hon’ble Tribunal
may not deter such authorities
to deal with any of the issues
arising after giving effect to the
scheme. The decision of such
authorities shall be binding on
the
petitioner
companies
concerned.		 So far as the observation in
paragraph 2(e) of the Report of
the
Regional
Director
is
concerned,
the
Petitioner
Companies undertake that the
notices were duly served to
concerned regulatory authorities
which are likely to be affected by
the Amalgamation. Further, the
Petitioner Companies undertake
that approval of Scheme by the
Hon’ble Tribunal shall not deter
such authorities to deal with any
of the issues arising after giving
effect to the Scheme and the
decisions of such authorities
shall be binding on the Petitioner
Companies.
2(f) As per Definition of the Scheme.
“Appointed Date” shall mean
1st April, 2024 or such other
date directed by or stipulated by
the National Company Law
Tribunal as may be applicable.
Effective Date” means the last of		 So far as the observation in
paragraph 2(f) of the Report of
the
Regional
Director
is
concerned,
the
Petitioner
Companies
submit
that
the
Appointed Date is 1st April,
2024.
The
Counsel
for
the
Petitioner
Companies
further

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the
dates
on
which
the
conditions and matters referred
to in clause 19 hereof occur or
have fulfilled.
Any references in this Scheme to
the date of “coming into effect of
this Scheme” or “the Scheme
coming into effect” or “Scheme
becoming effective” shall mean
the Effective Date.
In this regard, it is submitted
that Section 232 (6) of the
Companies Act, 2013 states
that the scheme under this
section shall clearly indicate an
appointed date from which it
shall
be
effective
and
the
scheme shall be deemed to be
effective from such date and not
at a date subsequent to the
appointed date. However, this
aspect may be decided by the
Hon’ble Tribunal taking into
account its inherent powers.
Further, the Petitioners may be
asked to satisfy the Hon’ble		 undertake that the Petitioner
Companies will comply with the
requirements as clarified vide
circular
no.
F.
No.7/12/2019/CL-1
dated
21.08.2019
issued
by
the
Ministry of Corporate Affairs.

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NCLT
about
compliance
of
circular
no.
F.
No,
7/12/2019/CL-I
dated
21.08.2019
issued
by
the
Ministry of Corporate Affairs
2(g) Petitioner
Companies
shall
undertake to comply with the
directions
of
Income
Tax
Department
and
GST
Department, if any.		 So far as the observation in
paragraph 2(g) of the Report of
the
Regional
Director
is
concerned,
the
Petitioner
Companies undertake to comply
with the directions of the Income
tax
Department
&
GST
Authorities.
2(h) Petitioner
Companies
shall
undertake to comply with the
directions of the concerned
sectoral Regulatory, if any.		 So far as the observation in
paragraph 2(h) of the Report of
the
Regional
Director
is
concerned, the Learned Counsel
for the Petitioner Companies
submits
that
the
Petitioner
Companies undertake to comply
with the concerned regulatory
authority (i.e. RBI, SEBI, SIDBI)
as may be applicable at any time.
2(i) The Petitioner Company states
that the Transferee Company		 So far as the observation in
paragraph 2(i) of the Report of

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NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

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shall be in compliance with
provisions of Section 2(1B) of
the Income Tax Act, 1961. In
this
regard,
the
petitioner
company
shall
ensure
compliance of all the provisions
of Income Tax Act and Rules
thereunder;		 the
Regional
Director
is
concerned,
the
Petitioner
Companies submit that they will
comply with the provisions of
Section 2(1B) under Income Tax
Act and Rules thereunder.
2(j) As the Petitioner Transferee
Company is Listed Company
hence
Petitioner
Transferee
Company was addressed to
submit the compliance details.
The Transferor and Transferee
Company have replied that the
shares
of
the
Transferor
Company are not listed on any
of the stock exchanges whereas
the
shares
of
Transferee
Company are listed on both the
Stock Exchanges i.e. BSE and
NSE. Further, as per Sub-
Regulation (6) of Regulation 37
of SEBI (Listing Obligations and
Disclosure
Requirements)
Regulations, 2015, listed entity
is not required to obtain the		 So far as the observation in
paragraph 2(j) of the Report of
the
Regional
Director
is
concerned,
the
Petitioner
Companies submits that the
notice of merger issued to NSE,
BSE
and
SEBI
has
been
submitted to the office of the
Regional Director. Further as per
clause 4 of the Preliminary part
of the SEBI Master Circular on (i)
Scheme
of
Arrangement
by
Listed Entities and (ii) Relaxation
under Sub- rule (7) of rule 19 of
the
Securities
Contracts
(Regulation) Rules, 1957 dated
June 20, 2023, NOC of NSE and
BSE are not required to be
obtained for merger of wholly

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NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

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NOC from stock exchanges if
the merger is between wholly
owned
subsidiary
and
its
holding company. Since, the
Transferor Company is a wholly
owned
subsidiary
of
the
Transferee
Company,
the
Transferee
Company
being
listed entity has given prior
intimation
to
the
Stock
Exchange and need not obtain
NOC from Stock Exchanges.
Further,
the
Transferee
Company is registered as NBFC.
NOC
from
RBI
has
been
enclosed (Annexed as Annexure
A-2).		 owned
subsidiary
with
its
holding company. The said SEBI
Master
Circular
has
been
submitted with the office of the
Regional Director in its reply.
Further,
Petitioner
Company
humbly submits that they have
filed
further
affidavit
with
Tribunal dated June 24, 2024.
Further, the Petitioner Company
states that public interest shall
not be affected pursuant to the
merger.
2(k) Petitioner Transferee Company
has foreign shareholders; hence
Petitioner Transferee Company
shall undertake to comply with
rules, regulations, guidelines of
FEMA, FERA and RBI.		 So far as the observation in
paragraph 2(k) of the Report of
the
Regional
Director
is
concerned,
the
Petitioner
Company humbly submits that
they will comply with rules,
regulations, guidelines of FEMA,
FERA and RBI.

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2(l) The Transferor & Transferee
companies may be directed to
close the open charges 12 Nos.
or satisfy this Hon’ble Tribunal
on closure the open charges
before
the
final
orders
by
Hon’ble Tribunal.		 The
Petitioner
Companies
submits as per Point 3 (iii) and
(iv) that the open charges will not
impact
the
merger
between
wholly owned subsidiary and
holding
company
and
open
charges of Petitioner No. 1 will be
transferred to Petitioner No. 2.

  1. During the course of arguments, Ld. Authorised Representative for the Regional Director appeared and submitted that their observations/ objections have been satisfactorily clarified/explained by the Petitioner Company. Hence, the Regional Director does not have any further objection to the proposed Scheme Company Petition.

  2. The Official Liquidator has filed his report dated 5th September 2024 in the Company Scheme Petition No. 175 of 2024 without any observation and submitted that the same may be taken on record.

  3. We have perused from the RoC Report that Reserve Bank of India vide Letter dated 19.08.2024 has stated that they do not have any objection for merger of Synegra Ems Limited into Smartlinks Holdings Limited and instructed the Petitioner Company No. 2 to add the following point under the scheme as under:

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NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

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“All regulatory or other proceedings of like nature or cause of actions against the transferor company pending and/ or arising, before, on, or after, the appointed date shall not abate or be discontinued or be in any way prejudicially affected by reason of anything contained in this scheme but shall be initiated, continued and enforced by or against the Transferee

Company in the manner and to the same extent as would or might have been initiated, continued or enforced against the transferor company without any further act, instrument, deed, matter or thing being made, done or executed. The Transferee company will have all such regulatory or other proceedings initiated by or against the transferor company referred to in this clause, transferred in its name and to have the same continued, prosecuted and enforced by or against the transferee, to the exclusion of the Transferor Company”.

It is submitted by the Learned Counsel that the Petitioner Company No.2 had duly filed further affidavit dated 21st October, 2024 with this Tribunal wherein the Petitioner Company No. 2 has undertaken to comply with the above necessary compliances of Reserve Bank of India.

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  1. The Income Tax Department will be at liberty to examine the aspect of any tax payable as a result of this scheme in relation to tax or any other kind of obligations of Transferor Company against the Transferee Company, as permissible under the Income Tax Law.

  2. From the materials on record, the Scheme attached to the Company Scheme Petition appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy.

  3. Since all the requisite statutory compliances have been fulfilled, the said Company Scheme Petition No. CP(CAA) 175/MB/2024 is made absolute in terms of prayer clauses (a) and (b) thereof.

  4. The Petitioner Company is directed to file a certified copy of this order along with a copy of the sanctioned Scheme with the concerned Registrar of Companies, electronically in e- form INC-28 within 30 (thirty) days of the receipt of the certified copy of this order and the sanctioned Scheme by the Petitioner Company.

  5. The Petitioner Company to lodge a certified copy of this order along with the sanctioned Scheme duly authenticated/ certified by the designated Registrar of the National Company Law Tribunal, Mumbai Bench, with the concerned Collector/Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, within 60 (sixty) days from the date of receipt of the certified copy of this order

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along with a copy of the sanctioned Scheme from the Registry of this Tribunal.

  1. All concerned Regulatory Authorities, stock exchanges and depositories (including National Stock Exchange of India Limited, BSE Limited, National Securities Depository Limited and Central Depository Services (India) Limited) to act on a certified copy of this Order along with Scheme duly certified by the designated Registrar of the National Company Law Tribunal, Mumbai Bench.

  2. Any person interested is at liberty to apply to this Hon’ble Tribunal in the above matters for any directions that may be necessary.

  3. Any concerned Authorities are at liberty to approach this Tribunal for any further clarification as may be necessary.

  4. The Appointed Date is 1[st] April, 2024.

  5. Accordingly, the present Company Petition i.e. CP (CAA)/175/MB-IV/2024 is allowed and disposed of.

Sd/Sd/-

Sanjiv Dutt Kishore Vemulapalli Member (Technical) Member (Judicial)

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