TVA INFOTECH PRIVATE LIMITED

1 IN THE HIGH COURT OF KARNATAKA AT BENGALURU

DATED THIS THE 26TH DAY OF AUGUST 2016

BEFORE

THE HON’BLE MR. JUSTICE L. NARAYANA SWAMY

COMPANY PETITION NO.17/2016

BETWEEN:

TVA INFOTECH PRIVATE LIMITED (TRANSFEREE CO) EXISTING COMPANY WITHIN THE MEANING OF THE COMPANIES ACT, 1956 HAVING ITS REGISTERED OFFICE AT COMMERCE @ MANTRI LEVEL 3, # 12/1, NS PALYA BANNERGHATTA ROAD BENGALURU – 560 076 KARNATAKA

... PETITIONER (BY SRI.AYAPPA C.P., ADV.)

AND:

NIL

…RESPONDENT

(BY SMT. SANDHYA RAO.P., CGC FOR ROC)

THIS COMPANY PETITION IS FILED UNDER SECTION 391 TO 394 OF THE COMPANIES ACT, 1956 PRAYING THAT THE SCHEME OF ARRANGEMENT BETWEEN ALLEGIES SERVICES (INDIA) PRIVATE LIMITED (TRANSFEROR COMPANY) AND TVA INFOTECH PRIVATE LIMITED (TRANSFEREE COMPANY) AND THEIR RESPECTIVE

2 SHAREHOLDERS, AS SET OUT IN ANNEXURE – A HERETO, BE SANCTIONED; AND ETC.,

THIS COMPANY PETITION COMING ON FOR ORDERS THIS DAY, THE COURT MADE THE FOLLOWING:

O R D E R Heard the learned counsel for the petitioner. 2. The petitioner is before this court seeking sanction of a Scheme of arrangement. The petitioner company (hereinafter referred to as the ‘Transferee Company’ for short) proposes a scheme of arrangement to acquire the business of Recruitment Process Outsourcing services and Managed Services Provider (hereinafter referred to as ‘the RPO and MSP Business’) of Allegies Service India Private Limited (hereinafter referred to as ‘the Transferor Company) wherein the RPO and MSP Business of the Transferor company together with all rights and interests shall be transferred to the petitioner company on terms and conditions stated therein. 3. The Transferee company was incorporated as a private limited company under the provisions of the

3 Companies Act, 1956 (hereinafter referred to as ‘the Act’ for brevity) on 10th January 2000. The registered office of the petitioner company is situated at Commerce @ Mantri, Level 3, No.12/1, NS Palya, Bannerghatta Road, Bengaluru – 560 076, Karnataka. 4. The authorized share capital of the Transferee company is Rs.70,00,000/- divided into 7000000 Class A equity shares of Rs.10/- each

and 10000 Class equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the Transferee company is 62021000/- divided into 6202100 Class equity shares of Rs.10/- each. At a meeting of the members of the Transferee company on 23.06.2016 the authorized capital of the company was resolved to be increased Rs.260,100,000. The Transferee company has paid the requisite stamp duty and statutory fees. The Transferee company has along with a Memorandum dated 14.07.2016 produced copies of the Form No.SH-7 and Form No.MGT-14 filed with the Ministry of

4 Corporate Affairs and the receipts for having paid stamp duty and statutory fees. 5. The objects of the Transferee company is to provide engineering and consulting services, recruitment process outsourcing services, management staffing services, vendor management services, human resource management services. The last audited annual accounts of the petitioner company for the financial year ended 31.03.2015 is produced. 6. The Transferor Company was incorporated on 16th February 2005 under the provisions of the Act. The registered office of the Transferee Company situated at Commerce @ Mantri, Level 3, No.12/1 and 12/2, NS Palya, Bannerghatt Road, Bangalore – 560 076, Karnataka. 7. The authorized share capital of the transferor Company is a sum of Rs. 700,000,000/- divided into 70000000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the petitioner

5 company is Rs.656,854,800/- divided into 65685480 equity shares of Rs.10/- each. 8. The board of Directors of the Transferee company as well as the Transferor company, at their respective meetings held on 30th October, 2015, had passed resolutions unanimously approving the Scheme. The appointed date for demerge is said to be 1st April 2015. By an order dated 8th January, 2016, in Company Application No.1176/2015 by the petitioner, in view of the consent accorded the shareholders and creditors, this court had ordered the requirement of holding the meeting of the shareholders, creditors be dispensed with. Similarly, by order dated 8th January, 2016 in Company Application No.1177/2015 filed by Transferor Company, in view of the consent accorded by the shareholders, court had ordered the requirement of holding the meeting of the shareholders creditors be dispensed with. 9. The notice of the present petition was taken out by a paper publication in the English daily, “The Hindu” and the

6 Kannada daily “Udayavani” in February, 2016. The Registrar of companies on behalf of the Regional Director, Ministry of corporate Affairs, Hyderabad, vide affidavit dated – August, 2016 stated the Deputy Commissioner of Income Tax, Circle 1(1), Bangalore observed that (a) in respect of Clause 14 the scheme of Arrangement in respect of tax credits TDS/TCS claim can only be permitted as per the provision of the Income tax Act, 1961. Credit for TDS/TCS may not be given if time filing / revising return of income has lapsed as per the provisions of the income Tax act, 1961; (b) the demerger may be permitted without relaxing provisions of the Income tax act, 1961; and (c) that the Deputy Commissioner of Income tax, Circle 7(1)(1), Bangalore vide letter dated 27.07.2016 has stated that his office has no objection for the scheme of demerger between M/s. Allegies Services (India) Private Limited and M/s. TVA Infotech private Limited. 10. In that view of the matter, there being no impediment to sanction the Scheme of arrangement, petition

7 is allowed subject to and without relaxation of any of the provision of the Income tax Act, 1961. The petitioner company shall acquire the Transferor Company’s RPO and MSP Business. A copy of this order shall be filed with registrar of companies within 30 days. The office to draw up a decree in terms as above, under Rule 43 of the Companies (Court) Rules.

SD/- JUDGE HR