TaxTMI 
TaxTMI 
2019 (1) TMI 1844
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.... way of a demerger of the Demerged Undertaking of the Transferor Company to the Transferee Company, and the consequent issue of a BAL Equity Shares to TTML Equity Holders and BAL RPS to the TTML RPS Holders by the Transferee Company in accordance with clause 6 of the Scheme; (ii) 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 such joint application moved under Sections 230-232 of the Companies Act, 2013, this Tribunal vide its order dated 23.05.2018 issued directions with respect to convening the meetings creditors/shareholders of the company. The Petitioners were directed to carry out publication in the newspapers English Daily 'Indian Express' (Delhi edition) as well as in Hindi Daily 'Jansatta' (Delhi edition). In addition thereto notices were directed to be served on the Regional Director (Northern Region), Registrar of Companies, NCT of Delhi and Haryana, the Income Tax Department and to the other relevant secto....
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.... Objector deserves to be dismissed. Thus, as the Objector does not meet the mandatory minimum threshold prescribed by 2013 Act for a shareholder to raise objection to a Scheme, the objection of the Objector is dismissed as not maintainable. 6. The Regional Director has filed its representation dated 19.11.2018 and raised no objection to the approval of the Scheme. 7. The department of Income Tax has also given their no-objection to the Scheme as well. Its pertinent to mention that nevertheless, the transferee company has unequivocally undertaken to meet the tax liabilities of the Demerged Undertaking with effect from the effective date, in accordance with law. 8. It is seen that the DoT in its letter dated June 18, 2018 has made the following observations: "3. It may further be noted that consequent upon sanction of the afore-mentioned Scheme of Arrangement by the concerned NCLTs, the transfer of the Demerged Undertaking of M/s. TTML to M/s. BAL shall be subject to the following conditions: (a) A time period of one year will be allowed for transfer/merger of the demerged undertaking of M/s. TTML into M/s. BAL subsequent to the sanction of the Scheme of Ar....
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....or one-time spectrum charges in respect of the spectrum holding beyond 4.4MHz in GSM band/2.5MHz in CDMA band before merger in respect of transferee (i.e. acquiring entity) company, a 'bank guarantee for an amount equal to the demand raised by the Department of Telecommunications for one-time spectrum charge shall be submitted pending final outcome of the court case. (f) The Spectrum Usage Charge (SUC) as prescribed by the Government from time to time, on the total spectrum holding of the resultant entity shall also be payable. (g) Spectrum held by the resultant entity viz. M/s. BAL in respective service areas should be within the prescribed limits as per the provisions of the Guidelines for transfer/Merger of various categories of Telecommunication service licenses/authorisation under Unified License (UL) on compromises, arrangements and amalgamation of the companies dated 20.02.2014 (as amended from time to time) in force at the time of merger. (h) If as a result of merger, the total spectrum held by the relevant entity is beyond the limits prescribed, the excess spectrum must be surrendered within one year of the permission being granted the applic....
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.... undertaking on 29.11.2018 to this effect. Additionally, the Transferee Company has undertaken to comply with the Guidelines for Transfer/Merger of various categories of Telecommunication service licenses/authorisation under Unified License (UL) on compromises, arrangements and amalgamations of the companies, including furnishing of the undertaking requested by DoT, as and when called upon to do so by the DoT, in accordance with law. 10. With reference to the conditions state in paragraph 7(i) of the DoT Letter, the Transferee Company and the Transferor Company have filed an undertaking dated 23.10.2018 with the DoT. In the said undertaking, the Transferee Company has given the following undertaking: "5. Consequently, BAL hereby undertakes that any and all demands, liabilities or proceedings pertaining to a period prior to the effectiveness of the Scheme of Arrangement: (a) shall be transferred to BAL as part of the Scheme of Arrangement, if such demands, liabilities or proceedings are associated with any UL/Access Service Authorisation in Mumbai and Maharashtra circles issued to TTML; or (b) shall remain the demands, liabilities or proceedings of TTML....