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In Re: Felix Software Solutions Private Limited, Genpact India, Genpact Infrastructure (Bhubaneswar) Private Limited, Genpact India Business Processing Private Limited, Genpact Infrastructure (Jaipur) Private Limited, NGEN Media Services Private Limited, Pharmalink Consulting Operations Private Limited, Empower Research Knowledge Services Private Limited

2015 (8) TMI 188 - DELHI HIGH COURT

Scheme of Amalgamation - Dispensing convening meetings of equity and preference shareholders, secured and unsecured creditors to consider and approve, proposed Scheme of Amalgamation under Sections 391 and 394 of Companies Act, 1956 read with Rules 6 & 9 of Companies (Court) Rules, 1959 Held that:- board of directors of transferor companies no. 1, 2, 3, 4, 5, 6 & 7 and transferee company in their separate meetings respectively unanimously approved proposed Scheme of Amalgamation Equity share .....

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AR MISRA, J. For the Petitioner: Mr. Mahesh Aggarwal with Mr. Rajeev Kumar, Advocates For the Respondent: None ORDER SUDERSHAN KUMAR MISRA, J. 1. This joint application has been filed under Sections 391 and 394 of the Companies Act, 1956 read with Rules 6 & 9 of the Companies (Court) Rules, 1959 by the applicant/transferor companies seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors and for .....

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ng Private Limited (hereinafter referred to as the transferor company no. 4); Genpact Infrastructure (Jaipur) Private Limited (hereinafter referred to as the transferor company no. 5); NGEN Media Services Private Limited (hereinafter referred to as the transferor company no. 6) and Pharmalink Consulting Operations Private Limited (hereinafter referred to as the transferor company no. 7) with Empower Research Knowledge Services Private Limited (hereinafter referred to as the transferee company). .....

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no. 1 was originally incorporated under the Companies Act, 1956 on 17th February, 2007 with the Registrar of Companies, Andhra Pradesh. The company shifted its registered office from the state of Andhra Pradesh to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 28th August, 2014. 4. The transferor company no. 2 was originally incorporated under the Companies Act, 1956 on 30th October, 1996 with the Registrar of Companie .....

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956 on 23rd August, 2006 with the Registrar of Companies, Rajasthan at Jaipur under the name and style of Genpact Infrastructure (Bhubneshwar) Private Limited. The company shifted its registered office from the state of Rajasthan to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 27th April, 2010. Thereafter, the company changed its name to Genpact Infrastructure (Bhubaneswar) Private Limited and obtained the fresh certi .....

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ies Act, 1956 on 24th August, 2006 with the Registrar of Companies, Rajasthan at Jaipur. The company shifted its registered office from the state of Rajasthan to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 27th April, 2010. 8. The transferor company no. 6 was incorporated under the Companies Act, 1956 on 29th August, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 9. The transferor comp .....

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- each. The present issued, subscribed and paid-up share capital of the company is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 11. The present authorized share capital of the transferor company no.2 is ₹ 25,00,00,000/- divided into 2,50,00,000 equity shares of ₹ 10/- each. The present issued, subscribed and paid-up share capital of the company is ₹ 1,56,87,000/- divided into 15,68,700 equity shares of ₹ 10/- each. 12. The present authorized .....

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e company is ₹ 10,00,000/- divided into 1,00,000 equity shares of ₹ 10/- each. 14. The present authorized share capital of the transferor company no.5 is ₹ 5,00,00,000/- divided into 50,00,000 equity shares of ₹ 10/- each. The present issued, subscribed and paid-up share capital of the company is ₹ 10,00,000/- divided into 1,00,000 equity shares of ₹ 10/- each. 15. The present authorized share capital of the transferor company no.6 is ₹ 20,00,00,000/- di .....

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#8377; 10/- each. 17. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have been filed on record. The audited balance sheets, as on 31st March, 2014, of the transferor and transferee companies, along with the report of the auditors, and the provisional accounts of the transferor and transferee companies, as on 31st March, 2015, have also been filed. 18. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Sc .....

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reamline corporate structures and cash flow. 19. So far as the share exchange ratio is concerned, the Scheme provides that the entire share capital of the transferor companies no. 2, 3, 4, 5, 6 & 7 are held by the transferee company, therefore, no shares shall be allotted by the transferee company. Further, since transferor company no. 1 is a wholly owned subsidiary of the transferor company no. 2 which shall get merged into the transferee company, therefore, no shares shall be issued pursua .....

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il, 2015 and 23rd April, 2015 respectively have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee companies have been placed on record. 22. The transferor company no. 1 has 02 equity shareholders and 02 unsecured creditors. Both the equity shareholders and both the unsecured creditors have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their c .....

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eholders and 02 secured creditors. Both the equity shareholders and both the secured creditors have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders and secured creditors of the transferor company no. 2 to consider and, if thought fit, approve, with or without modification, t .....

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or of the transferor company no. 3 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the transferor company no. 3, as on 31st March, 2015. 25. The transferor company no. 4 has 02 equity shareholders and 01 unsecured creditor. Both the equity shareholders and the only unsecured creditor have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consent .....

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s and 01 unsecured creditor. Both the equity shareholders and the only unsecured creditor have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders and unsecured creditor of the transferor company no. 5 to consider and, if thought fit, approve, with or without modification, the p .....

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quirement of convening the meetings of the equity shareholders and unsecured creditors of the transferor company no. 6 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the transferor company no. 6, as on 31st March, 2015. 28. The transferor company no. 7 has 02 equity shareholders and 11 unsecured creditors. Both the equity shareholders and all the unsecured creditors have given their co .....

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7, as on 31st March, 2015. 29. The transferor company no. 2 has 366 unsecured creditors and a direction is sought to convene and hold their meeting to seek their approval to the proposed Scheme of Amalgamation. Considering the facts and circumstances aforesaid, the meeting of the unsecured creditors of the transferor company no. 2 shall be held on 5th September, 2015 at 11:00 a.m. at the registered office of the company at Genpact India, Second Floor, Delhi Information Technology Park, Shastri .....

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