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In Re : ExlService SEZ BPO Solutions Private Limited, Exl Support Services Private Limited, Exl Service. com (India) Private Limited

2016 (6) TMI 4 - DELHI HIGH COURT

Sanction of the Scheme of Amalgamation - Held that:- Considering the approval accorded by the equity shareholders and creditors of the petitioner companies to the proposed Scheme of Amalgamation and the affidavits filed by the Official Liquidator and the Regional Director, Northern Region not raising any objection to the proposed Scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme of Amalgamation. Consequently, sanction is hereby granted to the Scheme .....

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petition has been filed under Sections 391 to 394 of the Companies Act, 1956 read with Rules 67 to 87 of the Companies (Court) Rules, 1959 by the petitioner companies seeking sanction of the Scheme of Amalgamation of ExlService SEZ BPO Solutions Private Limited (hereinafter referred to as the transferor company no. 1) and Exl Support Services Private Limited (hereinafter referred to as the transferor company no. 2) with Exl Service.com (India) Private Limited (hereinafter referred to as the tra .....

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5. The transferee company was originally incorporated under the Companies Act, 1956 on 21st May, 1999 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of EXL Services.com (India) Private Limited. The company changed its name to exl Service.com (India) Private Limited and obtained the fresh certificate of incorporation on 28th November, 2000. 6. The present authorized share capital of the transferor company no.1 is ₹ 15,00,00,000/- divided i .....

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The present authorized share capital of the transferee company is ₹ 15,00,00,000/- divided into 1,50,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 13,41,70,290/- divided into 1,34,17,029 equity shares of ₹ 10/- each. 9. Copies of the Memorandum and Articles of Association of the transferor and transferee companies have been filed on record with the joint application, being CA(M) 111/2015, earlier filed by the pet .....

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focused approach towards customers as collective services shall be rendered by a single consolidated entity; reduction of operating/administrative costs, thereby improving overall profitability; reduction in number of legal entities and regulatory compliances thereof; and pooling of financial resources in a single consolidated entity for effective treasury function and centralized management of funds to supplement future growth opportunities. 11. So far as the share exchange ratio is concerned, .....

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fixed for the transfer and vesting of assets and liabilities of the transferor company no. 1 into the transferee company as a result of amalgamation, which shall be discharged by the transferee company through issuances of its 13,76,500 equity shares of ₹ 10/- each, credited as fully paid up, to ExlService Mauritius Limited. 12. It has been submitted by the petitioners that no proceedings under Sections 235 to 251 of the Companies Act, 1956 or corresponding provisions under the Companies A .....

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h the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors, which are statutorily required for sanction of the Scheme of Amalgamation. Vide order dated 22nd July, 2015, this court allowed the application and dispensed with the requirement of convening and holding the meetings of the equity shareholders, secured and unsecured creditors of the transferor and transferee companies, there being no secured or unsecured creditor of the transferor company n .....

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s. Affidavit of service has been filed by the petitioners showing compliance regarding service one the Official Liquidator and the Regional Director, Northern Region and also regarding publication of citations in the aforesaid newspapers on 14th October, 2015. Copies of the newspaper clippings containing the publications have been filed along with the affidavit of service. 16. Pursuant to the notices issued, the Official Liquidator sought information from the petitioner companies. Based on the i .....

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In response to the notices issued in the petition, Mr. A. K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dated 9th December, 2015. Relying on Clause 9.1 of the Scheme, he has stated that, upon sanction of the Scheme of Amalgamation, all the employees of the transferor companies shall become the employees of the transferee company without any break or interruption in their services. He further submitted that in Clause 6.2 of the Scheme, it h .....

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