AI Drafter 
TaxTMI 
TaxTMI 
2015 (8) TMI 188
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....sider and approve, with or without modification, 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....
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.... obtained a certificate in this regard from the Registrar 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 ....
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.... growth and expansion of the business. It is further claimed that consolidation 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,....
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....nd 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. 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....