TMI Blog2011 (3) TMI 1471X X X X Extracts X X X X X X X X Extracts X X X X ..... in a more efficient manner consistent with the diverse needs of the business. It has been further submitted that the present Scheme is not a Scheme of Arrangement with respect to the creditors of the companies and none of the creditors of the transferor company are being transferred to the transferee company by way of present Scheme – Held that:- No objection has been received to the Scheme of Arrangement from any other party. approval accorded by the equity shareholders, secured and unsecured creditors of the petitioner companies to the proposed Scheme of Arrangement, and there being no surviving objection to the same by the Regional Director, Northern Region, there appears to be no impediment to the grant of sanction to the Scheme of Arra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Rs. 10 each. 6. The authorized share capital of the transferee company, as on 31-3-2009, was Rs. 50,00,000 divided into 5,00,000 equity shares of Rs. 10 each. The issued, subscribed and paid up capital of the company was Rs. 5,00,000 divided into 50,000 equity shares of Rs. 10 each. 7. Copies of Memorandum and Articles of Association of the transferor and transferee companies have been filed on record. The audited balance sheets, as on 31-3-2009, of the transferor and transferee companies, along with the report of the auditors, have also been filed. 8. A copy of the Scheme of Arrangement has been placed on record and the salient features of the Scheme have been incorporated and detailed in the petition and the accompanying affid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iverse needs of business. Hence, the transferee company shall not be required to issue any shares or pay any consideration to the transferor company or to its shareholders. 10. It has been submitted by the petitioners that no proceedings under sections 235 to 251 of the Companies Act, 1956 are pending against the petitioner companies. 11. The Board of Directors of the transferor company and the transferee company in their separate meetings held on 20-1-2009 and 27-4-2009 respectively, have unanimously approved the proposed Scheme of Arrangement. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee companies have been placed on record. 12 . The petitioner companies had earlier ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... along with the affidavit of service. 14. In response to the notices issued in the petition, Dr. Navrang Saini, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dated 26-10-2009. Relying on Clause 4.4.1 of Part-IV of the Scheme, he has stated that, upon sanction of the Scheme of Arrangement, all the employees of the transferor company engaged in or in relation to the Passive Infrastructure Assets of the transferor company shall continue to remain the employees of the transferor company without any break or interruption in their services. 15. The Regional Director has further submitted that the individual assets and liabilities and values thereof pertaining to "Passive Infrastructure Assets" of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arti Airtel Ltd. In re [CP No. 233 (Delhi) of 2007, dated 26-11-2007] wherein this court had rejected the similar objection raised by the Regional Director, Northern Region. In view of the above, the objection raised by the Regional Director does not survive. 18. The Regional Director, while referring to Para 3.1.1 of Part-III of the Scheme regarding the share exchange ratio, has further submitted that the petitioner companies have failed to submit a valuation report and that both the transferor and transferee companies may be directed to obtain a valuation report from a recognized firm of Chartered Accountants. 19. In response to the above objection, the petitioner companies in their rejoinder have submitted that the transferee co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... petitioner companies in their rejoinder have submitted that in terms of the Department of Telecommunications letter No. 820-I/2003-LR dated 9-6-2003 only post facto approval is required in case any telecom license agreement between a telecom service provider and Department of Telecommunication is being transferred by way of merger or demerger. It is further submitted that no telecom license agreement between the transferor company and Department of Telecommunication is being transferred to the transferee company pursuant to this Scheme and, that the aforesaid letter has no application to this Scheme. In view thereof, the objection raised by the Regional Director does not survive. 22. The Income-tax Department appeared in the matter a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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