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2017 (1) TMI 192 - DELHI HIGH COURT

2017 (1) TMI 192 - DELHI HIGH COURT - TMI - Scheme of amalgamation - Held that:- 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 proposed scheme. Consequently, sanction is hereby granted to the pr .....

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ion committed qua any enactment, statutory rule or regulation, the sanction granted by this court to the scheme will 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 releva .....

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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 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 of .....

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ent name and a fresh certificate of incorporation dated 04.02.2011, was issued by the Registrar of Companies, N.C.T. of Delhi and Haryana. 5. The Transferee Company was incorporated under the Companies Act, 2013 on 19.02.2016 with the Registrar of Companies, Maharashtra. 6. The present authorised share capital of the Transferor Company is ₹ 1,00,00,00,000/-, divided into 10,00,00,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up share capital of the Transferor Comp .....

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016 respectively, have unanimously approved the proposed scheme. Copies of the Resolutions passed at the meetings of the Board of Directors of the Transferor Company and the Transferee Company have been placed on record. 9. Copies of the Memorandum of Association and Articles of Association, of the Transferor Company and the Transferee Company, have been filed on record as annexures to the Company Application (M) no.129 of 2016, which had been earlier filed by the Transferor Company. The audited .....

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any 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 Trans .....

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k accounts across the country. b) The Transferee Company has been incorporated to set up a payments bank in the private sector pursuant to the Guidelines for Licensing of Payments Banks dated 27thNovember 2014 ( Guidelines ) read with the Clarifications to Queries on Guidelines for Licensing of Payments Banks in the Private Sector dated 1st January 2015 ( Clarifications ) issued by RBI. Pursuant to the in-principle approval dated 7th September 2015 from RBI to establish a payments bank in the pr .....

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I 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 2016 addressed by RBI to the Transferor Company for the transfer of the PPI business from .....

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names are recorded in the register of members of the Transferor Company, on a date to be fixed in that behalf by the Board of Directors of the Transferee Company (hereinafter referred to as the Record Date ), equity 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 s .....

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t 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 .....

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been filed alongwith the said affidavit. 14. Pursuant to the notice issued in the present petition, the Official Liquidator sought information from the Transferor Company and the Transferee Company. Based on the information received, the Official Liquidator has filed a report dated 05.12.2016, wherein, it has been stated that the he has not received any complaint against the proposed scheme from any interested person/party and that the affairs of the Transferor Company do not appear to have been .....

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y other regulatory authorities if required and such conditions as may be prescribed by any of the said authorities while granting such approvals, permissions 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 Tr .....

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oondra 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 bee .....

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that the latter shall comply with the RBI Regulations qua licensing guidelines in relation to a Payments Bank and the transfer of PPI business from the Transferor Company to the Transferee Company, in accordance with law. 19. The aforesaid undertaking given on behalf of the Transferor Company is accepted and thus, in view of the foregoing, the observations made by the Official Liquidator and the Regional Director stand satisfied. 20. It has been noted that no objections have been received to th .....

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