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TMI Blog2017 (7) TMI 1451X X X X Extracts X X X X X X X X Extracts X X X X ..... spective Shareholders and Creditors ('Scheme"). 3. Learned Counsel for the Petitioner Companies states that the Petitioner/Transferor Company is primarily engaged in the business of providing direct to home TV (satellite) services to consumers across the country. The - Petitioner/Transferee Company is engaged in the business of providing Direct to Home ('DTH') broadcasting services to its subscribers and providing teleport (up-linking) services. 4. The amalgamation of the Petitioner/Transferor Company with the Petitioner/Transferor Company would inter alia have the following benefits: (a) The proposed amalgamation will enable consolidation of the business and operations of the Transferor Company and the Transferee Company which will provide substantial impetus to growth, enable synergies, reduce operational costs, increase operational efficiencies and enable optimal utilization of various resources as a result of pooling of financial, managerial and technical resources, and technologies of both the Transferor Company and the Transferee Company, significantly contributing to future growth and maximizing shareholder value; and (b) The proposed amalgamation would be to the benef ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... licy & Legislation, Ministry of Information and Broadcasting, Government of India executed "DTH License Agreement" dated December 28, 2007. NOC from the Director, Broadcasting, Policy & Legislation, Ministry of Information and Broadcasting appears to be the sectoral regulator/authority is likely to be affected by this amalgamation. fence, notice under section 230(5) of the Companies Act, 2013 appears to be necessary. Hence, the applicant is directed to serve a copy of the petition/scheme and obtain NOC from Government of India, the Director, Broadcasting, Policy & Legislation, Ministry of Information and Broadcasting. d) As per existing practice, the Petitioner Companies are required to serve Notice for Scheme of Arrangements to the Income Tax Department for their comments. It appears that the company vide letter dated 1st April 2017 and 4th April 2017 has served a copy company scheme application No.278 of 2017 & Company Petition No. 273 of 2017 along with relevant orders etc., to IT Department. Further this Directorate has also issued a reminder 14.06.2017, to IT Department. e) The tax implication if any arising out of the scheme is subject to final decision of Income Tax Auth ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rt is concerned, the Petitioner Companies through its Counsel submits that the tax. implication if any arising out of the Scheme is subject to final decision of the Income Tax Authorities and that the Petitioner/Transferee Company undertakes to comply with the applicable provisions of the Income Tax Act and all tax issues arising out of the Scheme will be answered in accordance with law. 12. With reference to the observation set out in paragraph IV (f) of the RD Report in relation to the observation of the Registrar of Companies, Mumbai in point no. 32 of the ROC report, the Petitioner/Transferee Company through its Counsel submits that the Petitioner/Transferee Company undertakes to pay the amounts in respect of Income tax, VAT, Sales Tax etc as and when the disputes are settled at the respective forums where they are pending 13. The observations made by the Regional Director have been explained by the Petitioners in paragraphs 9 to 13 above. The clarifications and undertakings given by the Petitioner Companies are hereby accepted. 14. The Official Liquidator has filed his report 18th July 2017 inter alia, stating therein that the affairs of the Petitioner /Transferor Company h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the new name "Dish TV Videocon Limited" or such other name as may be approved by the beard, shareholders of the Transferee Company and the ROC, outside its offices, on its company seal, letter, bills, notices, official publications and all other places or documents whatsoever, shall be automatically dispensed with without any further act, instrument or deed on the part of Transferee Company by virtue of the order of the Court sanctioning this Scheme. The order of the Court sanctioning this scheme shall be deemed to be a specific direction under Section 13 of the 2013 Act read with Rule 8(8) of the Companies (Incorporation) Rules, 2014 and/or, any other applicable provisions of the companies Act and rules and regulations framed thereunder for the change of name of the Transferee Company to "Dish TV Videocon Limited" pursuant to the release of the aforesaid name by the Transferor Company." 5) It is submitted that the name of a company can be changed/altered only after following the procedure prescribed under the relevant provisions of the Companies Act, 1956/2013." 15. In response to the observations of the Official Liquidator at Para 9(1), counsel for the Petitioners states that ..... X X X X Extracts X X X X X X X X Extracts X X X X
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