TMI Blog2017 (1) TMI 192X X X X Extracts X X X X X X X X Extracts X X X X ..... not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the Transferor Company and the Transferee Company. It is made clear, that this order shall not be construed as an order granting exemption, inter alia, from, payment of stamp duty or, taxes or, any other charges, if, payable, as per the relevant provisions of law or, from any applicable permissions that may have to be obtained or, even compliances that may have to be made, as per the mandate of law. - CO.PET. 1016/2016 - - - Dated:- 3-1-2017 - MR. SIDDHARTH MRIDUL J. Through: Mr. Rajiv Nayar, Sr.Advocate with Mr. Sandeep Singhi, Mr.Rishi Agrawala and Mr.Rajeev Kumar, Advocates for petitioner. Ms. Aparna Mudiam, Assistant Registrar of Companies for the Regional Director. Mr. Rajiv Bahl, Advocate for the Official Liquidator J U D G M E N T SIDDHARTH MRIDUL, J. 1. The present petition under Sections 391 to 394 of the Companies Act, 1956 (hereinafter referred to as Act ) has been filed by Idea Mobile Commerce Services Limited (hereinafter referred to as Transferor Company ) seeking sanction to the proposed schem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany 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 and unbanked customers. The services offered by the Transferor Company under the Business Correspondent arrangement were opening of accounts, cash deposit, cash withdrawal, fund transfers and utility payments using the telecom connections provided by telecom operators through retail outlets set up by the Transferor Company. The Transferor Company has also been granted Certificate of Authorisation dated 25th November 2013 by RBI under Section 7 of the Payment and Settlement Systems Act, 2007 to operate payment system for semi-closed Prepaid Payment Instruments (PPI) in India. Under the said authorization, the customers can avail wallet services using PPI except cash wit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shares of ₹ 10/- (Rupees Ten only) each credited as fully paid-up in the ratio of 1,16,522 (One Lac Sixteen Thousand Five Hundred Twenty Two) equity shares of the face value of ₹ 10/- (Rupees Ten only) in the Transferee Company for every 1,00,000 (One Lac) equity shares of the face value of ₹ 10/- (Rupees Ten only) each held in the Transferor Company. 12. To recapitulate, the Transferor Company had in the earlier round filed Company Application (M) no. 129 of 2016, whereby a prayer was sought to dispense with the requirement of convening the meetings of its equity shareholders and unsecured creditors. The Transferor Company had no secured creditors. This Court vide order 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... India for transfer of its PPI Business to the transferee Company in manner enumerated in its letter dated 13th June, 2016. Undertaking of the Petitioner Company made through Director namely Sh. Akshaya Moondra may kindly be recorded (Copy of undertaking is enclosed and marked as Annexure A) 16. Further, in response to the notice issued in the present petition the Regional Director, Northern Region, Ministry of Corporate Affairs has also filed his affidavit dated 02.12.2016 wherein, in effect, it has been stated that the Regional Director does not has any objection to the proposed scheme being sanctioned subject to compliance of the RBI regulations by the Transferee Company. 17. Thus, it has been stated on behalf of the Regional Director and the Official Liquidator that they have no objection to the grant of sanction to the proposed scheme in the event this Court were to direct the Transferor Company to comply with the RBI Regulations qua licensing guidelines in relation to a Payments Bank and the transfer of Pre-Paid Payment Instruments (PPI) business by the Transferor Company to the Transferee Company. 18. In this behalf, Mr. Nayar, on instructions from the Transferor ..... X X X X Extracts X X X X X X X X Extracts X X X X
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