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TMI Blog2016 (6) TMI 4X X X X Extracts X X X X X X X X Extracts X X X X ..... The petitioner companies will comply with the statutory requirements in accordance with law. - Company Petition No. 529/2015 - - - Dated:- 30-5-2016 - Sudershan Kumar Misra, J. For the Petitioner : Mr. Dhritiman Bhattacharyya with Ms.Sakshi Jain and Ms Deeti Ojha, Advocates For the Registrar of Companies : Ms. Aparna Mudiam, Assistant Registrar of Companies for the Regional Director. ORDER Sudershan Kumar Misra, J. 1. This joint 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 t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 377; 10,00,000/- divided into 1,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the company is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each. 8. 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 petitioners. The audited ba ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sfer 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 Act, 2013 are pending against the petitioner companies. 13. The Board of Directors of the transferor and transferee companies in their separate meetings held on 2nd April, 2015 have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 information received, the Official Liquidator has filed a report dated 7th December, 2015 wherein he has stated that he has not received any complaint against the proposed Scheme of Amalgamation from any person/party interested in the Scheme in any manner and that the affairs of the transferor companies do not appear to have been conducted in a manner prejudicial to the interest of their members, creditors or public interest, as per second proviso of Section 394(1) of the Companies Act, 1956. 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oposed 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 of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The petitioner companies will comply with the statutory requirements in accordance with law. Certified copy of this order be filed with the Registrar of Companies within 30 days. It is also clarified that this order will not be construed as an order granting exemption from payment of stamp duty as payable in accordance with law. Upon the sanction becoming effective from the appointed date of Amalgamation, i.e. 1st April, 2015, the transferor companies no. 1 2 shall stand dissolved without undergo ..... X X X X Extracts X X X X X X X X Extracts X X X X
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