TMI Blog2017 (11) TMI 2025X X X X Extracts X X X X X X X X Extracts X X X X ..... 7 - - - Dated:- 2-11-2017 - B.S.V. Prakash Kumar, Member (J) And V. Nallasenapathy, Member (T) For the Appearing Parties : Simil Purohit, Tapan Deshpande and Priya Patwa, Advocates i/b. Cyril Amarchand Mangaldas. ORDER B.S.V. PRAKASH KUMAR, MEMBER (J) 1. Heard the Advocate for the Petitioner Companies. No one appears before this Tribunal to oppose the present Company Scheme Petitions seeking sanction to the Scheme of Amalgamation between Barclays Shared Services Private Limited ( Transferor Company ) and Barclays Technology Centre India Private Limited ( Transferee Company ) (both the Transferee Company and the Transferor Company collectively referred to as the Petitioner Companies ) ( Scheme ), nor has any party con ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... are rendered by the Transferee Company to support the internal software related requirements of the Barclays Group and are not for sale to any third party customers. The Learned Advocate for the Petitioner Companies says that the background, circumstances, rationale and benefits of the Scheme are that the Transferee Company and the Transferor Company are both companies that are wholly owned within the Barclays Group of companies the ultimate parent of which is Barclays PLC, which is incorporated and registered in England. Since the Transferor Company and the Transferee Company provide services only to companies within the Barclays Group, the proposed Scheme will allow the Barclays Group to streamline its holding in India, simplify sharehold ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er Companies states that the Petitioner Companies have complied with all the requirements as per the directions of this Tribunal and have filed necessary Affidavits of compliance in this Tribunal. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 2013 and the Rules made thereunder. The said undertaking is accepted. 5. The Regional Director has filed his Report dated 12th October, 2017 inter alia stating therein that save and except as stated in paragraph IV(a) to (e) of the said Report, it appears that the Scheme was not prejudicial to the interests of the shareholders and the public. The observations made by the Regional Director in paragraph IV of the Re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d , or such other name as may be approved by the Registrar of Companies Pune, subject to the Transferee Company filing all the necessary forms and applications with the Registrar of Companies, Pune in this regards. Approval of the shareholders of the Transferor Company and the Transferee Company to the Scheme shall be considered as the approval required under the Act for the name change. In this regard, Petitioner Companies have to undertake to mention the reason for change of name for justification and further state that the Transferee Company shall use the new name only after the requisite form is filed before the Registrar of companies and the same is approved. (e) Foreign bodies corporates are holding 66% shares of Transferor Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s are applicable under law. 9. As far as the observation in paragraph IV (d) of the said Report is concerned, the Advocate for the Petitioner Companies on instructions submits that the justification and reason for the change of name of the Transferee Company to the name Barclays Global Service Centre Private Limited as set out in Clause 15 of the Scheme is that the proposed new name of the Transferee Company clearly identifies the business activity of the Transferee Company subsequent to the sanction to the Scheme to reflect that the Company provides services to a global organisation. The Advocate for the Transferee Company on instructions states that the Transferee Company undertakes to this Tribunal that the Transferee Company shall ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd is not contrary to public policy. 14. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 805 and 807 of 2017 are made absolute in terms of prayer clauses (a) to (c) and (a) to (b), respectively. 15. The Transferee Company to lodge a certified copy of this order along with the sanctioned Scheme attached thereto with the concerned Collector of Stamps, for the purpose of adjudication of stamp duty payable, if any, within 60 days from the date of receipt of the certified copy of this order. 16. The Petitioner Companies are directed to file a copy of the certified copy of this order along with a copy of the sanctioned Scheme attached thereto with the concerned Registrar of Companies, elect ..... X X X X Extracts X X X X X X X X Extracts X X X X
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