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TMI Blog2014 (4) TMI 1190X X X X Extracts X X X X X X X X Extracts X X X X ..... n the specified period of 90 days as specified above. And, the DoT shall take the necessary decision within 45 days of the petitioner complying with all necessary formalities. The sanction order of this Court shall be binding on the shareholders and creditors of the Petitioner Companies. The Scheme has already been sanctioned by the High Court at Calcutta and High Court at Madras by orders dated 22 March 2013 and 05 June 2013 respectively. Upon the Scheme becoming effective, the Petitioner/Transferor Company No.1 and the Petitioner/Transferor Company No.2 shall stand dissolved without the process of winding up. - CO. PET. NO.488/2012 - - - Dated:- 1-4-2014 - HON'BLE MR JUSTICE VIBHU BAKHRU Mr. Rajiv Nayar, Sr. Advocate, Mr. Sandeep Singhi, Mr. Anirudh Das and Mr. Manu Krishnan, Advocates for the Petitioners Mr Atma Sah, Asstt. Registrar of Companies appearing for Regional Director. Mr. Rajeev Bahl, Advocate for the Official Liquidator. ORDER CA No.621/2014 The petitioner has filed the present application inter alia, praying that the affidavit dated 11.03.2014 filed along with application be taken on record. The learned counsel for the petiti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ioner Companies and also the meeting of the Preference Shareholders of the Petitioner/Transferor Company No.2. 5. The Petitioner Companies thereafter filed the present Petition seeking sanction of the Scheme by the Court. An affidavit dated 21 January 2013 has been filed on behalf of the Petitioner Companies, affirming compliance regarding service of notice of the Petition on the Regional Director (Northern Region), Official Liquidator and the Registrar of Companies as also regarding publication of notice of the Petition in The Indian Express (English Edition) and Jansatta (Hindi Edition). The Petitioner Companies have also affirmed that the order dated 17 October 2012 of this Court regarding dispatch of notice to the Secured Creditors and Unsecured Creditors of the Petitioner Companies had been complied. Copies of the newspapers containing the citations and also the certificates from the Post Office regarding dispatch of notice to the Secured Creditors and Unsecured Creditors of the Petitioner Companies have been filed along with the affidavit dated 21 January 2013 affirmed by the authorized signatory of the Petitioner Companies. 6. In response to the Notice issued by this c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... being subject matter of Company Petition No.14 of 2012 was sanctioned by this Court on 18 April 2013 against which order, Company Appeal No.55 of 2013 has been filed which is pending before a division bench this Court. 10. The Regional Director (Northern Region) has filed his Affidavit dated 18 February 2013. The Regional Director has essentially made four observations 11. The first observation made by the Regional Director relates to the approval of the Department of Telecom, which is required for transfer of licences. In this regard, the Learned Senior Counsel for the petitioner points out that the scheme itself is subject to the said approval being obtained. In any view, it is clarified that all approvals required either in terms of any regulation or as per the policy of DoT would be obtained by the petitioner companies. The sanction of the present scheme would not in any manner absolve the transferee company from any approval that may be required from Department of Telecommunications. 12. The second observation made by the Regional Director relates to the transfer of International Long Distance and National Long Distance Services Undertaking of transferor company no.2. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ara 3(d) of the objections filed on behalf of the Department. The said paragraph is quoted below:- ?Further the claims made in para 5.3 are subject to applicable tax laws including Income Tax Act, 1961, Central Excise Act, 1944, applicable Sales Tax law including Central Sales Tax Act, 1956 and Finance Act, 1994. Any claim made in para 5.3, if found contrary to provisions or any applicable law should be declared illegal and Scheme if so approved to that effect should be void ab initio.? 16. In this regard it is clarified that any income tax liability which is payable by the transferor companies shall be paid by the transferee company as all liabilities of the transferor companies stand transferred to the transferee company. Therefore, any liability that falls on the transferor companies on account of any earlier transaction shall also have to be borne by the transferee company. It is also clarified that any tax benefit by way of refund or any credit that may be available to the transferor company shall also enure to the transferee company as all assets of the transferor company stand vested with the transferee company pursuant to the scheme. Needless to mention that the transfer ..... X X X X Extracts X X X X X X X X Extracts X X X X
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