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TMI Blog2015 (8) TMI 433X X X X Extracts X X X X X X X X Extracts X X X X ..... secured and unsecured creditors to consider and approve, with or without modification, the proposed 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 transferee company). 2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this Court. 3. The transferor company no. 1 was incorporated under the Companies Act, 1956 on 15th January, 2009 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ation 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 companies, as on 31st March, 2015, have also been filed. 10. 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 affidavits. It is claimed by the applicants that the proposed Scheme will result in focused approach towards customers as collective services shall be rendered by a single consolidated entity; reduction of operating/administrative costs, thereby improving overall ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 15 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. 14. The transferor company no. 1 has 02 equity shareholders and 01 secured creditor. Both the equity shareholders and the only secured 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 meeting of the equity shareholders and secured creditor of the transferor company no. 1 to consider and, if thought fit, approve, with or withou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ured creditors, being 17.4% in number and 86.24% in value, of the transferor company no. 1 and 48 out of 552 unsecured creditors, being 8.69% in number and 76.45% in value, of the transferee company 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. 18. In addition to the aforesaid consents of the unsecured creditors of the transferor company no. 1 and the transferee company, the applicants have placed on record an affidavit cum undertaking dated 14th July, 2015 of Mr. Vishal Chhibbar, Director of the applicant companies stating that the transferee company has liquidity comprising of cash and bank bal ..... X X X X Extracts X X X X X X X X Extracts X X X X
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