2016 (5) TMI 1390

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....ion, the proposed Scheme of Amalgamation of Augere Wireless Broadband India Private Limited (hereinafter referred to as the transferor company) with Bharti Airtel Limited (hereinafter referred to as the transferee company). 2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this Court. 3. The transferor company was incorporated under the Companies Act, 1956 on 25th August, 2010 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The transferee company was originally incorporated under the Companies Act, 1956 on 7th July, 1995 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Bharti Tele-Ventures Limi....

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....greater economies of scale. It is claimed that the proposed Scheme will result in faster and effective decision making, better administration and cost reduction. 9. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, no consideration shall be payable by the transferee company for the equity shares of the transferor company, since the transferor company is the wholly owned subsidiary of the transferee company. 10. It has been submitted by the applicants that no proceedings under Sections 235 to 250A of the Companies Act, 1956 or the applicable provisions of the Companies Act, 2013 are pending against the applicant companies. 11. The Board of Directors of the transferor and tra....

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.... new shares will be issued on amalgamation, therefore, the rights of the equity shareholders, secured and unsecured creditors of the transferee company will not be affected. Hence, their consents/NOC are not required to be obtained for the proposed amalgamation. It is further submitted by learned counsel for the applicants that for the financial year ended 31st March, 2015, the transferee company had a profit of Rs. 13,200/- crores. Learned counsel also placed on record a certificate dated 30th March, 2016 of VD & Co., Chartered Accountants certifying that the pre and post amalgamation net worth of the transferee company will remain the same viz. Rs. 80,965/- crores. Learned counsel for the applicants therefore seeks dispensation of the mee....