TaxTMI 
TaxTMI 
2010 (11) TMI 1149
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.... & 394 of the Companies Act, 1956 by the petitioner companies seeking sanction of the Scheme of Amalgamation of M/s. Genpact Infrastructure (Hyderabad) Private Limited (hereinafter referred to as the transferor company no. 1); M/s. Genpact Infrastructure (Bhopal) Private Limited (hereinafter referred to as the transferor company no. 2) and M/s. Genpact Infrastructure (Kolkata) Private Limited (hereinafter referred to as the transferor company no. 3) with M/s. Genpact India (Private Company with unlimited liability) (hereinafter referred to as the transferee company). 2. The registered offices of the transferor companies and the transferee company are situated at New Delhi, within the jurisdiction of this court. 3. The transferor compa....
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....s Act, 1956 on 30th October, 1996 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of GE Capital International Services * (Private Company with unlimited liability). The company changed its name to Genpact India after passing the necessary resolution to this effect and obtained the fresh Certificate of Incorporation on 6th June, 2006. 7. The present authorized share capital of the transferor company no. 1 is Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company is Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each fully paid up. 8. The present authorized share capital of the transferor company no. ....
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....unts, as on 31st March, 2010, of the transferor companies and the transferee company have also been filed. 12. 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 petition and the accompanying affidavits. It is submitted by the petitioners that all the petitioner companies are closely held group companies and the Scheme has been proposed, inter-alia, to consolidate 10 the group structure and provide for overall business efficiency; to combine their managerial and marketing strength; to streamline administration; to build a wider capital and financial base with larger resources and to promote and secure the overall interest growth and economies....
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.... directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors, which are statutorily required for sanction of the Scheme of Amalgamation. Vide order dated 7th July, 2010, this court allowed the application and dispensed with the requirement of convening and holding the meetings of the equity shareholders, secured, unsecured and trade creditors of the transferor companies and the transferee company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation. There is no unsecured creditor of the transferor company no. 1 and the transferee company. 17. The petitioner companies have thereafter filed the presen....
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....ber, 2010. Relying on Clause 7.1 of Part-II of the Scheme, he has stated that, upon sanction of the Scheme of Amalgamation, all the employees of the transferor companies shall become the employees of the transferee company without any break or interruption in their services. He has further submitted that the Central Government has no objection to the proposed Scheme of Amalgamation. 20. No objection has been received to the Scheme of Amalgamation from any other party. The petitioner companies, in the affidavit dated 8th October, 2010 of Sh. M H Qureshi, authorized signatory of the petitioner companies, has submitted that neither the petitioner companies nor their counsel have received any objection pursuant to the citations published on ....