9911796707
TMI Blog2019 (9) TMI 1515X X X X Extracts X X X X X X X X Extracts X X X X ..... to the provisions of Sections 230 - 232 of the Companies Act, 2013 (hereinafter referred to as the "Act") and other applicable provisions of the Act. 2. The Applicant Transferee Company is a public company limited by shares. The Applicant Transferee Company is primarily engaged in the business of providing fixed and mobile telecommunications services to consumers and enterprise customers, including direct-to-consumer video and content services that are bundled with telecommunication services in India. The Applicant Transferee Company is the holding company of Vodafone India Digital Limited (hereinafter referred to as the "Transferor Company 1") and Idea Telesystems Limited (hereinafter referred to as the "Transferor Company 2"). Transferor Company 1 and Transferor Company 2 together, are referred to as the "Transferor Companies". 3. The Transferor Company 1 is an unlisted public company limited by shares. The Transferor Company 1 is a wholly owned subsidiary of the Applicant Transferee Company. The Transferor Company 1 was incorporated primarily to undertake the business of design, develop, manufacture, provide, establish, offer, market, distribute, sell, license, lease, install ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3 of the Act and is annexed at Annexure "V' to the Company Application. 9. It is stated in the application that no notice under Section 230(5) of the Act is required to be issued to the Competition Commission of India and Reserve Bank of India in the facts of the present case. 10. Mr. Singhi, the Senior Ld. Counsel, for the Applicant Transferee Company, submitted that as per Clause 2.3 of the Scheme, no shares would be allotted by the Applicant Transferee Company to the shareholders of the Transferor Companies. It is submitted that in the instant case, there is no arrangement by the Applicant Transferee Company with its shareholders. Further, the rights of the shareholders of the Applicant Transferee Company are not affected as no new shares are being issued by the Applicant Transferee Company under the Scheme. It is further submitted that the Scheme does not involve any reorganization of the Share Capital of the Applicant Transferee Company. In the circumstances, as there is no arrangement with the shareholders (equity shareholders) of the Applicant Transferee Company, the rights of the said shareholders of the Applicant Transferee Company are not affected by the present Sch ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arrangement by the Applicant Transferee Company with its shareholders. Further, the rights of the shareholders of the Applicant Transferee Company are not affected as no new shares are being issued to the shareholders of the Transferor Companies and the proposed Scheme does not involve any reorganisation of the Share Capital. In the circumstances, as there is no arrangement with the Equity Shareholders of the Applicant Transferee Company, the rights of the said shareholders are not affected by the present Scheme and therefore, no meeting of the Equity Shareholders of the Applicant Transferee Company is required to be convened. In view of the given facts, this Bench is of the view that there is no requirement to convene and hold the meeting of the Equity Shareholders of the Applicant Transferee Company and accordingly, the meeting of Equity Shareholders of the Applicant Transferee Company is hereby dispensed. 14. It is submitted in relation to the Creditors of the Applicant Transferee Company that under the Scheme no compromise is offered to any of the Creditors of the Applicant Transferee Company and Creditors of the Transferor Companies and neither any liability of the Creditors ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the applicant company are being transferred to the Transferee Company. It is worthwhile to point out that the Transferee Company is having very sound financial position. The dues of all the creditors of the applicant company shall be fully paid over as and when they fall due. The net worth (excess of its assets over the liabilities) of Viztek Technologies Private Limited, the Transferee Company as on today as well as post amalgamation is substantially positive. The Certificate of Chartered Accountant dated 9/12/2016 giving detailed working of the same on the basis of the audited balance sheet as at 31.03.2016 as well as provisional financial details as at 30.11.2016 are annexed herewith and marked as Annexure-F. I say that perusal of the same indicates that the excess of the assets of the Company over its liabilities, on the basis of the audited balance sheet as at 31.03.2016 works out to Rs. 1 Further, the excess of the assets of the Company over the liabilities of the Company, on the basis of the provisional Financial details as on 30.11.2016 works out to be Rs. 184,41,16,551/-. A perusal of the same makes it clear that the rights and interest of the creditors shall not be in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt company. Considering the facts and circumstances, the applicant company has sought dispensation from holding such meeting of the Unsecured Creditors of the applicant company and the same is hereby granted." 17.Considering the averments as mentioned above and having considered the entire facts on record that both the Transferor Companies are wholly owned subsidiaries of the Applicant Transferee Company and as no compromise is offered by the Applicant Transferee Company under the Scheme of Amalgamation to the creditors and considering the fact that the net worth of the Companies including the Applicant Transferee Company is positive, it is deemed appropriate to order that meetings of the Secured Creditors ( including secured debenture holders) and Unsecured Creditors (including unsecured debenture holders) of the Applicant Transferee Company are not required to be held and are hereby dispensed with. 18. In compliance of Sub-section (5) of Section 230 of the Act and Rule 8 of the Companies (CAA) Rules, 2016, the Applicant Transferee Company shall send a notice under sub-section (3) of Section 230 read with Rule 6 of the Rules in Form NO. CAA. 3 along with a copy of the Scheme of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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