MIS. SYMPHONY MARKETING SOLUTIONS (I) PVT. LTD. v. GENPACT INDIA

0 Mr. Anchit Oswal Advocates for the petitioner-companies. Mr. Atma Shah, Assistant Registrar of Companies for the Regional Director. Mr. Rajiv Bahi, Advocate for the Official Liquidator CORAM: HON'BLE MR.

JUSTICE MANMOHAN niiic 11 % 03.10.2011

1. This second motion joint petition has been filed under Sections 391(2) & 394 of the Companies Act, 1956 (for short 'Act') seeking sanction of the Scheme of Amalgamation (for short 'Scheme') of MIS.

GENPACT INDIA (Private company with Unlimited Liability) (hereinafter referred to as the 'Transferee Company') whereby all the properties, assets, rights and claims whatsoever of the Transferor Company and its entire undertakings together with all rights and obligations relating thereto would 2011:DHC:9122 be transferred to and vested in the Transferee Company on the terms and conditions fully stated in the said Scheme. The registered offices of the Transferor and Transferee Companies are situated at New Delhi, within the jurisdiction of this Court. Details with regard to the date of incorporation of Transferor and Transferee Companies, their authorized, issued, subscribed and paid up capital have been given in the Petition. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31S March, 2010 and unaudited financial statements for the period ended 31st December, 2010 of the Transferor and Transferee Companies have also been enclosed with the Petition. Copies of the Resolutions passed by the Board of Directors of the Transferor and Transferee Companies approving the Scheme have also been placed on record. It has been submitted that no proceeding under Sections 235 to 251 of the Act is pending either against Transferor Company or Transferee Company. So far as the share capital of the Transferor Company is concerned, the Scheme provides that:- "10.[1] The entire share capital of the Transferor Company is held by the Transferee Company, i.e. the Transferor Company is whollyowned subsidiary of the Transferee Company. Accordingly, pursuant to the amalgamation of the Transferor Company into the Transferee Company, no share of the Transferee Company shall be allotted in respect of its holding in the Transferor Company." The Petitioner Companies had earlier filed CA (M) No. 91 of 2011 seeking directions of this Court for dispensation of requirement of convening meetings. Vide Order dated 10th May, 2011, this Court allowed the Application and dispensed with the requirement of convening meetings of shareholders, secured creditors and trade creditors of the Transferor and Transferee Companies. The Petitioners have thereafter filed the present Petition seeking sanction of the Scheme. Vide order dated 27th May, 2011, notice in the Petition was directed to be issued to the Regional Director, Northern Region. Citations were also directed to be published in "The Indian Express" (English Edition) and "Jansatta" (Hindi Edition). Affidavit of Service and Publication has been filed by the Petitioners showing compliance regarding service of the Petition on the Regional Director, Northern Region and also regarding publication of citations in the aforesaid newspapers on 17th September 2011. Copies of the newspapers' cuttings, in original, containing the publications have been filed along with the Affidavit of Service. V Pursuant to the notices issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, the official Liquidator has filed his report on 23rd September, 2011 wherei'n he has stated that he has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Company do not appear to have been conducted in a manner prejudicial to the interest of its member, creditors or to public interest. In response to the notices issued in the Petition, Mr. B.K. Bansal, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit on 13th September, 2011. Relying on Clause 7.[1] of Part II of the Scheme, he has stated that all the employees of the Transferor Company shall become the employees of the Transferee Company without any break or interruption in their service upon sanctioning of the Scheme by this Court. No objection has been received to the Scheme from any other party. Mr. Susmit Pushkar, Advocate of the Transferor and Transferee Companies, has filed an affidavit dated 30th September, 2011 confirming that he has not received any objection pursuant to citations published in the newspapers. Even today, during the course of hearing, Mr. Atma Shah, Assistant Ar and Mr. Rajiv Bahi, learned counsel for Official Liquidator state that they have no objection to the present Scheme being sanctioned.

14. In view of the approval accorded by the Shareholders of the Petitioner Companies; representationlreports filed by the Regional Director, Northern Region, to the proposed Scheme, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted 10 the Scheme under Sections 391 and 394 of the Act. The Petitioner Company will comply with the statutory requirements in accordance with law. Certified copy of the order be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of the provisions of Sections 391 and 394 of the Act, and in terms of the Scheme, the whole or part of the undertaking, the properties, rights and powers of the Transferor Company be transferred to and vest in the Transferee Company without any further act or deed. Similarly, in terms of 10 the Scheme, all the liabilities and duties of the Transferor Company be transferred to the Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Transferor Company shall stand dissolved without winding up. It is, however, clarified that this order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable in accordance with any law; or permission/compliance with any other requirement which may be specifically required under any law. I Learned counsel fOr the Petitioner states that the Petitioner Companies would voluntarily deposit a sum of Rs. 1,00,000/- with the Common Pool fund of the Official Liquidator within three weeks from today. I ne said statement is accepted. The petition is allowed in the above terms. Order Dasti. iL MANMOTL&N,S OCTOBER 03, 2011 rn