TaxTMI 
TaxTMI 
2011 (3) TMI 1842
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....ures 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 30th November, 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 31st December, 2007 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 5. The authorized share capital of the transferor company, as on 31st March, 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....
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.... It is claimed that the Scheme of Arrangement would benefit the respective companies and other stakeholders of respective companies to reduce set-up and operating costs resulting in cost efficiency coupled with a greater 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. So far as 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....
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....of the transferee company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement. There is no secured creditor of the transferee company. 13. The petitioner companies have thereafter filed the present petition seeking sanction of the Scheme of Arrangement. Vide order dated 28th July, 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 ....
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....ture Assets" is to restructure the holding of assets within the group companies controlled by the transferor company in a more efficient manner consistent with the diverse needs of the business. It has been further submitted that the present Scheme is not a Scheme of Arrangement with respect 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 c....
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....sive Infrastructure Assets into a group company, wherein no consideration were paid nor any shares were issued by the transferee company to the transferor company, was sanctioned. In view of the above, the objection raised by the Regional Director does not survive. 20. The Regional Director, while referring to Para 2.3 of Part-II of the 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 9th June, 2003, in which the Department of Telecommunications has clarified that the licensee may transf....
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.... 334/2009 and that they do not wish to address any further arguments in this matter. 23. The objections filed on behalf of the Income Tax Department stand dismissed in terms of the orders passed in Company Petition No. 334/2009 and no separate orders are required to be passed in this behalf in this petition. 24. No objection has been received to the Scheme of Arrangement from any other party. Learned counsel for the petitioners in his affidavit dated 17th November, 2009 has submitted that they have not received any objection pursuant to citations published on 6th August, 2009. 25. In view of the approval accorded by the equity shareholders, secured and unsecured creditors of the petitioner companies to the proposed Scheme of Arrang....