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TMI Blog2019 (9) TMI 1515X X X X Extracts X X X X X X X X Extracts X X X X ..... Singhi with Ms. Parini Shah, for M/S. Singhi Co., Advocates. ORDER [Per: Ms. Manorama Kumari, Member 1. The instant application is filed by Vodafone Idea Limited (hereinafter referred to as the Applicant Transferee Company or Applicant Company as the context may admit) seeking dispensation of the meetings of the Equity Shareholders, Secured Creditors (including secured debenture holders) and Unsecured Creditors (including unsecured debenture holders) of the Applicant Transferee Company in respect of the arrangement embodied in the Scheme of Amalgamation of Transferor Company 1 and Transferor Company 2 with the Applicant Transferee Company ( Scheme for short) in the nature of amalgamation of the Transferor Companies with the Applicant Transferee Company, pursuant to the provisions of Sections 230 - 232 of the Companies Act, 2013 (hereinafter referred to as the Act ) and other applicable provisions of the Act. 2. The Applicant Transferee Company is a public company limited by shares. The Applicant Transferee Company is primarily engaged in the business of providing fixed and mobile telecommunications services to consumers and enterprise customers, inclu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g inspection, issued show cause notices to erstwhile Vodafone India Limited and to its relevant directors/ officers. Vodafone Mobile Services Limited and Vodafone India Limited has now merged into the Applicant Transferee Company and the Composite Scheme has been made effective from 31 st day of August 2018. It is also stated that to the knowledge of the Applicant Transferee Company, no winding up proceedings have been filed or are pending against the Applicant Transferee Company under the Act or the corresponding provisions of the Companies Act, 1956. 8. The Applicant Transferee Company filed its Annual Report as on 31 st day of March 2019. The Applicant Transferee Company also filed the original certificate issued by the Statutory Auditor of the Applicant Transferee Company issued under Section 133 of the Act and is annexed at Annexure V' to the Company Application. 9. It is stated in the application that no notice under Section 230(5) of the Act is required to be issued to the Competition Commission of India and Reserve Bank of India in the facts of the present case. 10. Mr. Singhi, the Senior Ld. Counsel, for the Applicant Transferee Company, submitted that as per ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Secured Creditors (including secured debenture holders) and Unsecured Creditors (including unsecured debenture holders) of the Applicant Transferee Company are in no way affected by the present Scheme. 12. Heard learned advocate Mr. Sandeep Singhi for the Applicant Transferee Company. Perused the application and the supporting affidavit of Mr. Vineet Choraria, Authorised Signatory of the Applicant Transferee Company, dated 10th day of August 2019 and the documents annexed thereto. 13. It is submitted that the Applicant Transferee Company is a listed Public Limited Company and both the Transferor Companies being the wholly owned subsidiary of the Applicant Transferee Company; no shares are required to be issued or allotted as consideration for the proposed amalgamation. It is submitted that in the instant case there is no arrangement by the Applicant Transferee Company with its shareholders. Further, the rights of the shareholders of the Applicant Transferee Company are not affected as no new shares are being issued to the shareholders of the Transferor Companies and the proposed Scheme does not involve any reorganisation of the Share Capital. In the circumstances, as there i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re particularly to Para 5 and 6 of the said order, wherein the meetings of Creditors of the Company was dispensed with on the basis of net worth certificate. The relevant paragraphs are reproduced hereunder: Para 5: In so far as the meeting of the Unsecured Creditors is concerned, the Learned Counsel has invited the attention of this Court to the averments made in paragraph of the Affidavit which read as under: Para-9 1 submit that the applicant company does not have any secured creditor. I say that so far as the unsecured creditors of the applicant company are concerned, it is submitted that the Scheme does not envisage any proposal of compromise with any of the creditors of the Applicant Company. The liabilities towards any of the creditors is neither being reduced nor being extinguished and under the proposed scheme all the liabilities of the applicant company are being transferred to the Transferee Company. It is worthwhile to point out that the Transferee Company is having very sound financial position. The dues of all the creditors of the applicant company shall be fully paid over as and when they fall due. The net worth (excess of its assets over the liabilities) of Viz ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ghts and interests of the unsecured creditors of the applicant company shall not be affected in any manner as a result of the proposed scheme. The Applicant Transferor Company is a profit making company with substantial positive net worth. It is further submitted that upon the scheme being effective, the net worth of the Transferee Company shall be substantially higher. Certificate from the Chartered Accountant confirming net worth of the applicant company in Pre-Scheme scenario being ₹ 498.97 crores and that of the Transferee Company in Post Scheme scenario, being approx. ₹ 1377.66 crores have been placed on record. The Scheme envisages that Transferee Company shall undertake all the liabilities towards the unsecured creditors of the applicant company in its normal course of business, without any sacrifice anticipated from the Creditors of the applicant company. Considering the facts and circumstances, the applicant company has sought dispensation from holding such meeting of the Unsecured Creditors of the applicant company and the same is hereby granted. 17.Considering the averments as mentioned above and having considered the entire facts on record that both the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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