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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 ..... 16 - - - Dated:- 19-12-2016 - MR SIDDHARTH MRIDUL J TRANSFEREE COMPANY Through: Mr. Abhinav Vashisth, Sr. Advocate with Mr. Anirudh Das and Mr. Kamaljeet Singh, Advocates Ms. Aparna Mudium, Assistant Registrar of Companies Mr. Rajiv Bahl, Advocate for the Official Liquidator J U D G M E N T SIDDHARTH MRIDUL, J 1. The present Petition under Sections 391 to 394 of the Companies Act, 1956 (hereinafter referred to as the Act ) has been filed by Augere Wireless Broadband India Private Limited (hereinafter referred to as Transferor Company/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 a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o 3,99,74,00,102 equity shares of ₹ 5/- each. 7. It has been averred on behalf of the Transferor Company/Petitioner that there are no proceedings pending against them, under Sections 235 to 250A of the Act (and/or under their corresponding sections of the Companies Act, 2013). 8. Copies of the Memorandum of Association and Articles of Association of the Transferor Company/Petitioner and the Transferee Company have been filed on record. The audited balance sheets as on 31.03.2015, along with the report of the auditors, have also been filed and the same are on record. 9. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and set out in detail in the Petit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any had earlier filed CA (M) No. 60/2016 seeking directions of this Court to dispense with the meetings of the equity shareholders, secured and unsecured creditors of the Transferor Company/Petitioner and Transferee Company. Vide order dated 30.05.2016, this Court allowed the application and dispensed with the convening of the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Transferor Company/Petitioner and Transferee Company to approve the Scheme. 14. Further, this Court, by way of the said order dated 30.05.2016, also dispensed with the requirement of filing of any Application/Petition by the transferee company seeking sanction of this Court to the Scheme. 15. The Transferor Company/Petitioner h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 1.4.4 of the Scheme. The Appointed Date has been defined to mean the effective Date i.e. the date when all approvals in terms of Clause 4.7.1 of the Scheme are received and certified copy of the order of this Hon'ble Court approving the Scheme is filed with the Registrar of Companies, National Capital Territory of Delhi and Haryana. It has been further stated that the Scheme provides for the amalgamation of the Transferor Company/Petitioner with the Transferee Company and accordingly, in terms of Clause 3.1.1 of the Scheme, the entire business of the Transferor Company/Petitioner as a going concern, on the Effective Date shall stand transferred to the Transferee Company. It has thus been further submitted that there is no legal or oth ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... However, the Official Liquidator has made two observations in paragraphs 4 and 5 of his report, which are reproduced as hereinunder: 4. That the as per information furnished by the Transferor Company disputed tax liability in case of Transferor Company. A demand from Income Tax Department of ₹ 2,074,000/- but it does not form part of contingent liability. Further there is entry tax of ₹ 6,292,074/- during the year is paid as disputed liabilities. Assessment for the year 2014-25 is under progress. 5. That as per information, transferee Company having its registered office at Bharti Crescent, 1, Nelson Mandela Marg, Vasant Kunj, New Delhi-110070 has not been impleaded as petitioner in this petition. 22. In r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sferee Company for sanction of the Scheme. 23. In view of the aforesaid, it has been stated on behalf of the Official Liquidator that the observations stand satisfied. 24. Thus, it is evident that neither the Regional Director nor the Official Liquidator has any further objection remaining to the grant of relief, as prayed for by the Transferor Company/Petitioner, in the present petition. 25. The Transferor Company/Petitioner, vide affidavit dated 04.10.2016, has submitted that neither the Transferor Company/Petitioner nor its counsel has received any objection to the sanction of the Scheme, pursuant to the citations published in the newspapers. 26. In view of the foregoing, and upon considering the approval accorded by the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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