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TMI Blog2015 (8) TMI 188X X X X Extracts X X X X X X X X Extracts X X X X ..... ication, 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 no. 3); Genpact India Business Processing 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). 2. The registered offices of the transferor companies are situated at New Delhi, within the jurisdiction of this Court. However, the registered office of the transferee company is situated at Telangana, outside the jurisdiction of this Court. Learned counsel for the applicant submitted that a separate application will be filed by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... strar 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 Companies Act, 1956 on 3rd April, 2012 with the Registrar of Companies, Maharashtra at Mumbai. The company shifted its registered office from the state of Maharashtra to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 12th May, 2015. 10. The present authorized share capital of the transferor company no.1 is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. The present issued, subscribed and paid-up share capital of the company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. 11. The present authorized share capital of the transferor company no.2 is Rs. 25,00,00,000/- divided into 2,50,00,000 equity shares of Rs. 10/- each. The present issued, subscribed and paid-up share capital of the company is Rs. 1,56,87,000/- divided into 15,68,700 e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ation 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 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 pursuant to amalgamation of transferor company no. 1 into the transferee company. 20. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the applicant companies. 21. The Board of Directors of the transferor companies no. 1, 2, 3, 4, 5, 6 & 7 and the transferee company in their separate meetings held on 20th April, 2015, 22nd April, 2015, 23rd April, 2015, 23rd April, 2015, 23rd April, 2015, 20th April, 2015, 23rd April, 2015 and 23rd April, 2015 respectively have unanimously approved th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. 4 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. 4, as on 31st March, 2015. 26. The transferor company no. 5 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. 5 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. 5, as on 31st March, 2015. 27. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 person entitled to attend and vote at the meeting is filed with the registered office of the transferor company no. 2 at least 48 hours before the meeting. The Chairperson and Alternate Chairperson shall ensure that the proxy register is properly maintained. 31. The Chairperson and Alternate Chairperson shall ensure that notices for convening the aforesaid meeting of the unsecured creditors of the transferor company no. 2, along with copies of the Scheme of Amalgamation and the statement under Section 393 of the Companies Act, 1956, shall be sent to the unsecured creditors of the transferor company no. 2 by ordinary post at their registered or last known addresses at least 21 days before the date appointed for the meeting, in their presence or in the presence of their authorized representatives. Notice of the meeting shall also be published in the Delhi editions of the newspapers "Business Standard" (English) and "Jansatta" (Hindi) editions in ..... X X X X Extracts X X X X X X X X Extracts X X X X
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