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TMI Blog2016 (12) TMI 1095X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany/Petitioner') to seek approval of the Scheme of Amalgamation (hereinafter referred to as 'the Scheme') of the Transferor Company with Bharti Airtel Limited (hereinafter referred to as 'Transferee Company'). 2. The registered offices of the Transferor Company/Petitioner and Transferee Company are situated at New Delhi, thus, this Court has the necessary territorial jurisdiction to adjudicate this petition. 3. The Transferor Company/ Petitioner was incorporated under the Act, vide certificate of incorporation dated 25.08.2010 issued by the Deputy Registrar of Companies, National Capital Territory of Delhi and Haryana. 4. The Transferee Company was incorporated under the name of 'Bharti Tele-ventures Limited' vide Certificate of Incorp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and set out in detail in the Petition. It has been stated therein that the Transferor Company/ Petitioner is a wholly owned subsidiary of the Transferee Company and the proposed amalgamation shall result in pooling of resources, creating better synergies across the group, optimal utilization of resources and greater economies of scale. It has also been stated that the proposed Scheme will result in faster and effective decision making, better administration and cost reduction. 10. It has been submitted by the Transferor Company/Petitioner that the Scheme, inter alia, provides for the transfer and vesting of the Transferor Company/P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any Application/Petition by the transferee company seeking sanction of this Court to the Scheme. 15. The Transferor Company/Petitioner has thereafter filed the present Petition seeking sanction of the Scheme of Amalgamation. By way of order dated 12.07.2016, notice in the petition was directed to be issued to the Regional Director, Northern Region and the Official Liquidator. Citations were also directed to be published in 'Indian Express' (English) and 'Jansatta' (Hindi). Affidavit of service dated 27.09.2016 has been filed by the Transferor Company/Petitioner showing compliance with the order dated 12.07.2016, regarding service on the Regional Director, Northern Region and the Official Liquidator and also regarding publication of citatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Effective Date shall stand transferred to the Transferee Company. It has thus been further submitted that there is no legal or other impediment for the Appointed Date to be the Effective Date, more particularly in the case of an amalgamation where, on the Effective Date, the entire business of the Transferor Company/Petitioner shall stand transferred to the Transferee Company. 18. A perusal of the record, makes it clear that the Appointed Date has been defined in the Scheme to mean the Effective Date. Accordingly, the observations of the Regional Director at paragraph 10 (i) of the Representation/Affidavit stand satisfied. 19. It has further been stated by way of the said affidavit in reply dated 04.10.2016 that upon the sanction of the S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g, Vasant Kunj, New Delhi-110070 has not been impleaded as petitioner in this petition." 22. In response to the Report of the Official Liquidator, the Transferor Company/Petitioner has filed an affidavit dated 30.09.2016 stating as hereinunder: * In response to paragraph 4, the Transferor Company/Petitioner has stated submitted that the demand of the Income Tax Department is disputed by the Transferor Company/Petitioner and an Appeal has been filed on 16th April 2016 before the Commissioner of Appeals, Income Tax Department against Assessment order dated 07th March 2016. Hence, at present, the same is not stated as a contingent liability in the books of accounts of the Transferor Company/Petitioner. It has been further stated that ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... apers. 26. In view of the foregoing, and upon considering the approval accorded by the members and creditors of the Transferor Company/Petitioner to the proposed Scheme; and the affidavit filed by the Regional Director, Northern Region, Ministry of Corporate Affairs and the circumstance that the objections raised by the RD stand satisfied and the report filed by the Official Liquidator attached to this Court and the circumstance that the observations have been satisfied, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under sections 391 to 394 of the Act. The Transferor Company/Petitioner will however, comply with the statutory requirements, in accordan ..... X X X X Extracts X X X X X X X X Extracts X X X X
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