2016 (3) TMI 1414

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....on petition filed jointly by the transferor companies, namely Felix Software Solutions Private Limited (i.e. the transferor company no. 1/petitioner no.1), Genpact India (i.e. the transferor company no. 2/petitioner no.2), Genpact Infrastructure (bhubaneswar) Private Limited (i.e. the transferor company no. 3/petitioner no.3), Genpact India Business Processing Private Limited (i.e. transferor company no. 4/petitioner no. 4), Genpact Infrastructure (jaipur) Private Limited (i.e. transferor company no. 5/petititoner no. 5), NGEN Media Services Private Limited (i.e. transferor company no. 6/petitioner no. 6), Pharmalink Cosulting Operations Private Limited (i.e transferor company no. 7/petitioner no. 7) under Section 391 and 394 of the Compani....

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....emorandum and Articles of Association as well as the profit and loss accounts and the Balance Sheets, of an even date i.e. 31.03.2015, have been filed with the petition. 8. The copies of Board of Directors' (BOD) resolution of the petitioners, approving the scheme, have been filed with the petition. 9. The petitioners have averred that there are no proceedings pending against them under Section 235 to 251 of the Act. 10. To recapitulate, the petitioners had earlier filed an application (i.e. the first motion application) being: CA No. (M) 103/2015, whereby, a prayer had been made for dispensing with, the requirement of convening the meetings of equity shareholders and unsecured creditors of the transferor companies and equity share....

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....laint qua the scheme. 12. Pursuant thereto, affidavit has been filed by the RD under Section 394A of the 1956 Act. In the affidavit, the RD relied upon the general circular bearing no. 53/2011, dated 26.07.2011 and, circular bearing no. 1/2014, dated 15.01.2014. Based on the aforementioned circulars, as per the affidavit of R.D., communications were sent to the Registrar of Companies (ROC) and the Income Tax Department (I.T. Department) seeking their response to the scheme. However, no response by the I.T. Department, on this matter, has apparently been received, till date. 13. The affidavit of RD, adverts to the fact that it has received information from the ROC vide communication dated 10.02.2016. The communication, inter alia, is i....

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...., will stand transferred to and/or vest in the transferee company, without any further act or deed. Similarly, all liabilities and duties of the transferor companies shall stand transferred to the transferee company, without any further act or deed. 16. Furthermore, as per clause 14 of the scheme, transferor companies shall stand dissolved without being wound up. 17. In view of the approval accorded to the scheme by the shareholders, secured and unsecured creditors of the petitioners and, given the fact, that the RD and the OL have not articulated any objections qua the scheme, as indicated above, in my opinion, there appears to be no impediment in the grant of sanction to the scheme. Consequently, sanction is granted to the scheme in....