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Bombay High CourtCSD/203/2016absolute

Igate Global Solutions Ltd. v. -

2016-04-01Hon'Ble Shri Justice B.P. Colabawalla6 pages

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 203 OF 2016 In the matter of the Companies Act, 1956;

AND In the matter of Sections 391 to 394 of the Companies Act, 1956 and any other relevant provisions of the Companies Act, 1956 and Companies Act, 2013, to the extent notified and applicable;

AND In the matter of Scheme of Amalgamation of Capgemini India Private Limited with IGATE Global Solutions Limited and their Respective Shareholders IGATE Global Solutions Limited, an } unlisted public limited company } incorporated on December 27, 1993 } under the provisions of Companies Act } 1956 and having its registered office at } Plot No.14, Rajiv Gandhi Infotech }

Park, Hinjawadi, Phase-III, MIDC- } SEZ, Village Man, Taluka Mulshi, } Pune - 411057, Maharashtra } }... Applicant Company CIN U85110PN1993PLC145950 Called Summons for Direction for Hearing Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant Coram: B. P. Colabawalla, J Date: 1st April 2016 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 3rd day of February, 2016 of Mr. Percy Kaikobad, Vice President, Finance of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:

1. That a Meeting of the Members of the Applicant Company comprising of Equity Shareholders of the Applicant Company, be convened and held on Monday 9th day of May 2016 at 10:00 am at Regd. Office: No.14, Rajiv Gandhi Infotech Park, Hinjawadi, Phase III, MIDC-SEZ, Village Man, Taluka Mulshi, Pune - 411 057, Maharashtra, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Capgemini India Private Limited with IGATE Global Solutions Limited and their Respective Shareholders .

2. That, at least 21 clear days before the said meeting of the members of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting at the place, day, date and time aforesaid, together with a copy of the Scheme, a copy of the statement required to be sent under Section 393 of the Companies Act, 1956 and Section 102 of the Companies Act, 2013 and the prescribed form of proxy, shall be sent by Registered Post/Airmail addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses.

3. That at least 21 clear days before the meeting of the members of the Applicant Company to be held as aforesaid, a notice convening the said meeting, at the day, place, date and time aforesaid and stating that copies of the Scheme and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and Section 102 of the Companies Act, 2013 and the form of Proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and/or at the office of its Advocates, shall be published once each in „Indian Express‟ in English language and translation thereof in „Loksatta‟ in Marathi language, both circulated at Pune. Publication thereof in Maharashtra Government Gazette is dispensed with.

4. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and Section 102 of the Companies Act, 2013 and related rules framed in this regard to accompany the notice, by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to: (i) issue Notices convening meeting of the Members comprising of the Equity Shareholders as per Form No. 36 (Rule 73) (ii) issue Statement containing all the particulars as per Section 102 of the Companies Act, 2013 and related rules framed in this regard; (iii) issue Form of Proxy as per Form No. 37 (Rule 73); and (iv) advertise the Notice convening meeting as per Form No. 38 (Rule 74)

5. That Sujit Sircar, Director of the Applicant Company, and failing him, Mr. R. Ramaswamy, Director of the Applicant Company, and failing him, Mr. Mukund Srinath, Senior Vice President Legal & Company Secretary of the Applicant Company, shall be the Chairman of the aforesaid meeting of the Members comprising of the Equity Shareholders to be held on Monday 9th day of May 2016 at 10:00 am at Regd. Office: No.14, Rajiv Gandhi Infotech Park, Hinjawadi, Phase III, MIDC-SEZ, Village Man, Taluka Mulshi, Pune - 411 057, Maharashtra or any adjournment or adjournments thereof.

6. That the Chairman appointed for the aforesaid meeting to issue advertisements and send out notices of the said meeting referred to above. It is further directed that the Chairman of the meeting shall have all powers as per the Articles of Association and also under the Companies (Court) Rules, 1959 in relation to the conduct of the meeting including for deciding any procedural questions that may arise at the meeting or at any adjournment or adjournments thereof or on any other matter including the amendment(s) to the Scheme or Resolutions, if any, proposed at the meeting by any person(s) and to ascertain the decision of or the sense of the meeting by a poll.

7. That the quorum for the aforesaid meeting of the Equity Shareholders shall be as prescribed under Section 103 of the Companies Act, 2013.

8. That voting by proxy/ authorised representative be permitted, provided that a proxy in the prescribed form/ authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at "Plot No.14, Rajiv Gandhi Infotech Park, Hinjawadi, PhaseIII, MIDC-SEZ, Village Man, Taluka Mulshi, Pune - 411057" not later than, 48 hours before the aforesaid meeting as required under Rule 70 of the Companies (Court) Rules, 1959.

9. That the value of the share of each member shall be in accordance with the books/ register of the Applicant Company and where the entries in the books/ register are

disputed, the Chairman shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final.

10. That the voting in respect of the Equity Shareholders shall be one vote per one equity share held by the Equity Shareholder.

11. The Chairman to file an Affidavit not less than 7 days before the date fixed for the holding of the meeting and do report to this Court that the directions regarding the issue of notice and advertisements have been complied with.

12. That the Chairman to report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit.

13. That the convening and holding the meeting of the Secured Creditors of the Applicant Company for the purpose of considering and, if thought fit, approving with or without modification(s), the proposed Scheme of Amalgamation of Capgemini India Private Limited with IGATE Global Solutions Limited and their Respective Shareholders is dispensed with in view of consents given by all the three Secured Creditors of the Applicant Company as per their letters of consent annexed as Exhibits F1 to F3 to the Affidavit in support of Company Summons for Direction. The said undertaking is accepted.

14. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving with or without modification(s), the proposed Scheme of Amalgamation of Capgemini India Private Limited with IGATE Global Solutions Limited and their Respective Shareholders is dispensed with in view of averments made in paragraph 17 of the Affidavit in support of the Company Summons for Direction, inter-alia stating that as far as the rights of the Unsecured Creditors of the Applicant Company are concerned, they will not be affected adversely with the proposed Scheme of Amalgamation as, post arrangement, the assets of the

Applicant Company will be far in excess of the liabilities and sufficient to discharge the liabilities and that the Applicant Company undertakes to issue individual notices to all its Unsecured Creditors having an outstanding balance of Rs. 1,00,000 (one Lakh Only) and above, by Registered Post AD/Airmail and also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz „Indian Express‟ in English language and translation thereof in „Loksatta‟ in Marathi language, both circulated in Pune. The said undertaking is accepted.

(B. P. Colabawalla, J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order. Uploaded by: Shankar Gawde, Stenographer