9911796707
TMI Blog2017 (1) TMI 192X X X X Extracts X X X X X X X X Extracts X X X X ..... reinafter referred to as "Transferor Company") seeking sanction to the proposed scheme of Amalgamation (hereinafter referred to as the "proposed Scheme") of the Transferor Company with Aditya Birla Idea Payments Bank Limited (hereinafter referred to as the 'Transferee Company'). 2. The registered office of the Transferor Company is situated at National Capital Territory of Delhi, within the jurisdiction of this Court. 3. The registered office of the Transferee Company is situated at Mumbai, outside the jurisdiction of this Court. 4. The Transferor Company was originally incorporated under the Act on 19.10.2007 with the Registrar of Companies, N.C.T. of Delhi and Haryana under the name and style of Carlos Towers Limited. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ) no.129 of 2016, which had been earlier filed by the Transferor Company. The audited balance sheet, as on 31.03.2016, alongwith the report of the auditors; and the unaudited financial results as on 31.07.2016, of the Transferor Company have also been filed on record as annexures to the Company Application (M) no.129 of 2016. 10. A copy of the proposed scheme has been placed on record and the salient features thereof have been incorporated and set out in detail in the present petition. The background and rationale for the proposed scheme are as hereunder:- a) The Transferor Company till June 2016 was acting as one of the Business Correspondent of Axis Bank Limited under financial inclusion program of RBI to enable banking services to rural ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Birla Nuvo Limited and Idea Cellular Limited, are part of the same promoter group. c) In terms of the Guidelines and Clarifications issued by RBI, same promoter group cannot have PPI business in one entity and a payment bank in another entity. In light of the aforesaid, the Transferor Company, inter alia, carrying on the business of PPI would be required to be folded into the Transferee Company which is set up to establish a payments bank. The present Scheme is proposed to amalgamate the Transferor Company with the Transferee Company to comply with the Clarifications issued by RBI. d) Further, the present Scheme shall be effective, inter alia, on compliance of the terms, conditions and procedures enumerated in the letter dated 13th June 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dated 03.10.2016 allowed the said application and dispensed with the requirement of convening and holding the meetings of the equity shareholders and unsecured creditors of the Transferor Company. 13. The Transferor Company has thereafter filed the present petition seeking sanction to the proposed scheme. Vide order dated 21.10.2016 notice in the present petition was directed to be issued to the Official Liquidator, Registrar of Companies and the Central Government through the Regional Director, Northern Region, Ministry of Corporate Affairs. Furthermore, notice of hearing was directed to be uploaded on the website of the Transferor Company and the Ministry of Corporate Affairs alongwith the direction to publish notice of the hearin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ns and sanctions. Further the Transferee company vide its letter dated 01.12.2016 have stated that Aditya Birla Idea Payments Bank Limited undertake and confirm that they are neither a Non banking Financial Company nor any permission/approval of Reserve Bank of India is required for amalgamation of Idea Mobile Commerce Services Limited, the Transferor Company with Aditya Birla Idea Payments Bank Limited, the Transferee Company. Further after the Issuance of Payments Bank License by Department of Banking Regulation of Reserve Bank of India, the Transferor Company is required to follow the process and seek permission of Reserve Bank of India for transfer of its PPI Business to the transferee Company in manner enumerated in its letter dated 13 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Regional Director stand satisfied. 20. It has been noted that no objections have been received to the proposed scheme from any other party. The Transferor Company, vide affidavit dated 02.12.2012, has submitted that neither the Transferor Company nor their counsel have received any objection to the proposed scheme pursuant to the citations published in the newspapers on 08.11.2016. 21. Considering the approval accorded by the shareholders and creditors of the Transferor Company to the proposed scheme; the affidavit filed by the Regional Director, Northern Region and the report filed by the Official Liquidator, having not raising any objection to the proposed scheme, there appears to be no impediment to the grant of sanction to the propose ..... X X X X Extracts X X X X X X X X Extracts X X X X
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