TaxTMI 
TaxTMI 
TaxTMI 
2019 (1) TMI 1253
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....n record. The Scheme provides for: (i) the transfer by way of a demerger of the Demerged Undertaking I (as defined in the Scheme) of the Transferor Company to the Transferee Company 1, and the consequent issue of a fixed number of BAL RPS (i.e. fully paid up redeemable, non-participating, non-cumulative preference shares of face value Rs. 100/-each) by the Transferee Company I to the shareholders ofthe Transferor Company in accordance with the terms of the Scheme (ii) the transfer by way of demerger of the Demerged Undertaking 2 (as defined in the Scheme) of the, Transferor Company to the Transferee Company 2, and the consequent issue of Bf-IL RPS (i.e. fully paid up redeemable, non-participating, non-cumulative preference shares of face value Rs. 100/-each) by the Transferee Company 2 to the shareholders of the Transferor Company in accordance with the terms of the Scheme; and (iii) various other matters consequential or otherwise integrally connected with the Scheme. 2. A perusal of the petition discloses that initially the First Motion application seeking dispensation from convening the meeting of Shareholders and Creditors was filed before this Bench and based on the ....
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..... The department of Income Tax has also filed two letters dated 19.11.2018 and 05.12.2018 wherein they have given their no-objection to the Scheme as well. 6. The Department of Telecommunication (herein referred to as 'DOT') in its letter dated August 21, 2018 has made a few observations. It is stated that consequent upon sanction of the Scheme by the, the transfer of the 'Demerged Undertaking 1 ' of M/s TTSL ("Transferor Company" to Ws. BAL ("Transferee Company I") and the transfer of the 'Demerged Undertaking' of M/s. TTSL to M/S. BHL ("Transferee Company 2") would be subject to the following conditions: (a) A time period of one year will be allowed for transfer/merger of the Demerged Undertaking I and the Demerged Undertaking 2 of M/s TTSL into M/S BAL & M/S BHI„ respectively, subsequent to the sanction of the Composite Scheme of Arrangement by the NCLT. (b) If ws TTSL is subject to a lock-in condition consequent to its participation in auctions, then lock-in period would apply in respect of new share which would be issued to ws in respect of the resultant entities (viz. ws BAL and M/S BHL). The substantial Equity/ Cross Holding clause shall n....
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....erstwhile Licenses of M/s TTSL. (f) In the event of judicial intervention in respect of the demands raised for one-time spectrum charges towards the spectrum holdings beyond 4.4MHz (GSM/2.5MHz (CDMA) of M/S BAL and M/S BHL before merger of the demerged undertakings of M/S TTSL, M/S BAL and ws BHL shall submit a bank guarantee for an amount equal to the demand raised by the Department for one-time spectrum charge for the LSAs in which merger is taking place, pending final outcome of the court case. (g) The Spectrum Usage Charge (SUC), as prescribed by the Government from time to time, on the total spectrum holding of the resultant entities (viz. M/S BAL and ws BHL) shall be payable. (h) Spectrum holding of the resultant entities (viz. M/S BAL and M/S BHL) will be well within the limit defined as under: a. The total spectrum held by M/S BAL and M/S BHL shall not exceed 35% of the total spectrum assigned for access services, by way of auction or otherwise, in the concerned service area. b. The combined spectrum holding in the sub-I GHz bands (700 MHz, 800MHz and 900MHz bands) by M/S BAL and M/S BHL, shall not exceed 50% of the total spectrum assigned in the sub-I GHz ba....
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....erence Interconnect Offer) Regulations, 2002 (2 of 2002)" as amended from time to time. (l) The resultant entities (viz. M/S BAL and M/S BHL) shall submit Bank Guarantees for the deferred payment towards instalment amount of auctioned spectrum in respect of the demerged undertakings of M/S TTSL." 7. The Petitioner Companies have filed an affidavit dated 12.11.2018 where they have submitted that with respect to paragraphs 6 (a) to (d) and 6 (f) to (I), the Transferor Company has undertaken that the conditions/terms stated by the DOT in its letter dated 21.08.2018, would be discharged/complied with in accordance with the Scheme as and when the same becomes due and payable in accordance with law, without prejudice to the rights of the parties under laws.. Additionally, the Transferor Company has also undertaken to comply with the Guidelines for Transfer/ Merger of various categories of Telecommunication Services issued by the DOT on 20.02.2014, including furnishing of the undertaking requested by DOT, as and when called upon to do so by the DOT, in accordance with law. In respect of paragraph 6(e) of Dors letter dated 21.08.2018, it is submitted that the Transferee Company I and....
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....ompanies Act, 2013 or under provisions of Companies Act, 1956 are pending against the Petitioner Companies. 10.Certificates of respective Statutory auditors of both the petitioner companies have been placed on record to the effect that Accounting Treatment proposed in the Scheme is in conformity with the Accounting Standard notified by the Central Government as specified under the provisions of Section 133 of the Companies Act, 2013. 11. In view of the foregoing, upon considering the approval accorded by the members and creditors of the Petitioner Companies to the proposed Scheme, and the affidavits filed by the Regional Director, Northern Region, Ministry of Corporate Affairs, Income Tax Department and the Department of Telecommunication, there appears to be no impediment in sanctioning the present Scheme. Consequently, sanction is hereby granted to the Scheme under Section 230 & 232 of the Companies Act, 2013. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law. 12. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rule or regulation, the sanction granted by t....