TaxTMI 
TaxTMI 
2011 (3) TMI 1471
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....d at New Delhi, within the jurisdiction of this court. 3. The transferor company was incorporated under the Companies Act, 1956 on 30-11-2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The transferee company was incorporated under the Companies Act, 1956 on 31-12-2007 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 5. The authorized share capital of the transferor company, as on 31-3-2009, was Rs. 60,00,00,000 divided into 6,00,00,000 equity shares of Rs. 10 each. The issued, subscribed and paid up capital of the company was Rs. 54,05,00,000 divided into 5,40,50,000 equity shares of Rs. 10 each. 6. The authorized share capital of the transferee company, as on 31-3-2009, was Rs. 50,00,0....
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.... financial flexibility; to improve quality of services to its customers by establishing highest service standards through operational agreements; and to increase speed of roll-out, to increase efficiency and to improve sharing of infrastructure. 9. Sofaras the share exchange ratio is concerned, the Scheme provides that the transferee company is a wholly owned subsidiary of the transferor company. It is further provided that the Scheme is intended to restructure, within the group of companies controlled by the transferor company, the holding of the Passive Infrastructure Assets in a more efficient manner consistent with the diverse needs of business. Hence, the transferee company shall not be required to issue any shares or pay any consider....
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....t petition seeking sanction of the Scheme of Arrangement. Vide order dated 28-7-2009, notice in the petition was directed to be issued to the Regional Director, Northern Region. Citations were also directed to be published in 'Statesman' (English) and 'Veer Arjun' (Hindi) in terms of the Companies (Court) Rules, 1959. Affidavit of service has been filed by the petitioners showing compliance regarding service on the Regional Director, Northern Region, and also regarding publication of citations in the aforesaid newspapers on 6-8-2009. Copies of the newspaper clippings containing the publications have been filed along with the affidavit of service. 14. In response to the notices issued in the petition, Dr. Navrang Saini, Regional Director, N....
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....ct 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. Further, the "Passive Infrastructure Assets" are being transferred without any consideration and the value of investment of the shareholders of the transferor company shall not deplete in any manner as the value of the investment by the transferor company in the transferee company shall enhance corresponding to the said transfer. 17. In support of the aforesaid submission, learned counsel placed reliance on the judgment of this Court Bharti 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....
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....he Scheme, has further submitted that the transferee company may be directed to obtain the necessary approvals from the Department of Telecommunications for transfer of licenses after sanction of the Scheme by this court, pursuant to the Department of Telecommunications' letter No. 820-I/2003-LR dated 9-6-2003, in which the Department of Telecommunications has clarified that the licensee may transfer the licenses with prior written approval of the licensor even in cases of amalgamation under sections 391/394 of the Companies Act, 1956. 21. In response to the above objection, the 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 fac....