IN RE Vs. GLOBAL INFORMATION SERVICES PRIVATE LIMITED

JUDGEMENT

(1.) Heard Counsel for the Petitioner Company, no objector appears before this Tribunal to oppose the Petition and the Scheme nor has any party controverted the averments made in this Petition.

(2.) Learned Counsel appearing for the Petitioner Company states that the Petition has been filed to seek sanction to the Scheme of Arrangement of Global Information Services Private Limited ("Petitioner Company"/"Transferor Company No. 1") and TBSS Healthcare TPA Services Limited ("Transferor Company No. 2") with Tata Business Support Services Limited ("Transferee Company") and their respective shareholders ("Scheme"), pursuant to the provision of Sections 230-232 and other relevant provisions of the Companies Act, 2013.

(3.) The Petitioner Company was incorporated mainly for the purpose of carrying on the business of business process outsourcing for insurance companies. The Petitioner Company started its business after incorporation, but has not been carrying on any business since April 2010. The Transferee Company was incorporated mainly for the purpose of providing business of providing business process outsourcing services such as front office services (activities focused on client's end customers like Customer Acquisition, Customer Management and Loyalty Management). The Transferee Company commenced its business in or around March 14, 1995 and carries on its business operations till date. The Learned Counsel for the Petitioner Company says that the background, circumstances, rationale and significant benefit of the Scheme are as under: "Since, Transferor Company No. 1 is not continuing its business and Transferor Company No. 2 has not commenced any business activity yet and there are no future plans to commence any business operations, it is proposed to amalgamate Transferor Company No. 1 and Transferor Company No. 2 with the Transferee Company. The proposed amalgamation will achieve synergies, enhanced organizational capabilities, management efficiency and would help in reducing the administrative cost since it would eliminate the non-operational subsidiaries. It is, therefore, considered desirable and expedient to amalgamate Transferor Company No. 1 and Transferor Company No. 2 with the Transferee Company in the manner and on the terms and conditions stated in this Scheme. The Scheme is proposed accordingly and will be beneficial for the said companies and all concerned." The Board of Directors of the Transferor Companies and the Transferee Company, have approved the said Scheme by passing their respective Board Resolution which are annexed to the Petition.