TMI Blog2015 (8) TMI 188X X X X Extracts X X X X X X X X Extracts X X X X ..... ting to seek their approval to proposed Scheme of Amalgamation – Application stands allowed – Decided in favour of Applicants. - COMPANY APPLICATION (MAIN) NO. 103/2015 - - - Dated:- 27-7-2015 - SUDERSHAN KUMAR 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 convening a meeting of the unsecured creditors of the applicant/transferor company no. 2 to consider and approve, with or without modification, the proposed Scheme of Amalgamation of Felix Software Solutions Private Limited (hereinafter referred to as the transferor company no. 1); Genpact India (hereinafter referred to as the transferor company no. 2); Genpact Infrastructure (Bhubaneswar) Private Limited (hereinafter referred to as the transferor company n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 27th April, 2010. Thereafter, the company changed its name to Genpact Infrastructure (Bhubaneswar) Private Limited and obtained the fresh certificate of incorporation on 9th April, 2008. 6. The transferor company no. 4 was originally incorporated under the Companies 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. 7. The transferor company no. 5 was originally incorporated under the Companies 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 company no. 7 was originally incorporated under the Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l of the company is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 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 Scheme have been incorporated and detailed in the application and the accompanying affidavit. It is claimed that the proposed amalgamation will provide an opportunity to better leverage the consolidated assets and capital base, build a stronger and sustainable business, and improve the potential for further growth and expansion of the business. It is further claimed that consolidation of entities in a single platform will provide operational synergies, which in turn eliminate inefficiencies and streamline corporate structures and cash flow. 19. So far as the share exchange ratio is concerned, the Scheme p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... proposed Scheme of Amalgamation is dispensed with. 24. The transferor company no. 3 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 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. 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 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 credit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Park, New Delhi 110053. Mr. Y. P. Singh, Advocate, (Mobile No. 9953711028) is appointed as the Chairperson and Ms. Nidhi Tewari, Advocate, (Mobile No. 9910421795) is appointed as the Alternate Chairperson to conduct the said meeting. The Quorum of the meeting of the unsecured creditors of the transferor company no. 2 shall be 50 in number and more than 25% in value of the total unsecured debt. 30. In case the quorum as noted above for the above meeting is not present at the meeting, then the meeting shall be adjourned by half an hour, and thereafter the persons present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form duly signed by the perso ..... X X X X Extracts X X X X X X X X Extracts X X X X
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