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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 ..... dafone East Ltd. is entitled to unified licence and certain approvals from the Department of Telecommunications. He submits that the said licences should also endure to the benefit of the transferee company. The present scheme is a scheme of amalgamation and the undertakings of the transferor company are being merged with the transferee company and the transferor companies are being dissolved. It stands to reasons that the benefits available to the transferor companies would also accrue to the benefit of the transferor company. However, the same would be subject to any policy or regulations framed in this behalf. Thus all licences and approvals which the transferor company is entitled to would, by virtue of the scheme, be available to the t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Petitioner 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 dat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferor Company No.2 do not appear to have been conducted in a manner prejudicial to the interests of its members or to public interest as per the 2nd proviso of Section 394 (1) of the Act. 7. In response to the Report of the Official Liquidator, the Petitioner Companies have filed a joint Reply dated 06 March 2014. 8. In response to para 18 of the Report of the Official Liquidator, Learned Senior Counsel for the Petitioner Companies submits that the Transferor Company No.2 and Vodafone Spacetel Limited had abandoned the scheme which was the subject matter of Company Petition No.276 of 2010. It is submitted that this Court, by order dated 06 May 2013 in Company Application No.526 of 2013 filed in Company Petition No.276 of 2010, had re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. The said undertaking was proposed to be demerged and transferred to Vodafone Space Telecom Ltd. w.e.f. 01.04.2008. The said scheme of demerger had been sanctioned by this Court by an order dated 28.03.2011. The Learned Senior Counsel for the petitioner states that this scheme has since been abandoned and by an order dated 06.05.2013, the order dated 28.03.2011 passed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ither concerned with the wisdom nor with the legality of the said transaction. In the event, the said transaction falls foul of any law, the concerned authority is at liberty to proceed in accordance with law. The sanction of the present scheme cannot be read as an approval of this transaction. 15. The learned counsel for the Income Tax Department is also present and has also filed certain objections on behalf of the Income Tax Department. The objections articulated by the learned counsel are also summarised in para 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, ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dently assess the taxability of any income arising from any transaction de hors any provision in the scheme. 18. In view of the approval accorded by the shareholders of the Petitioner Companies, the Report filed by the Official Liquidator, Affidavit filed by the Regional Director and the Replies of the Petitioner Companies to the Reports of the Official Liquidator and the Regional Director, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme of Amalgamation under Sections 391-394 of the Companies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law. 19. The certified copy of the formal order sanctioning the Scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X
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