- (1.) This Petition filed by the Petitioner Companies above named is coming up for final disposal before us on 29.03.2017 for the purpose of the approval of the Scheme of Amalgamation, as contemplated between the companies and its shareholders by way of Amalgamation of Tata Internet Services Limited (Transferor Company), with Tata Teleservices Limited (Transferee Company).
(2.) A perusal of the petition discloses that initially the application seeking the directions for dispensing with the meetings of shareholders, secured and unsecured creditors of the Petitioner Companies were filed before the Hon'ble High Court of Delhi in Company Application (Main) 48/2015. The Hon'ble High Court vide its order dated 10.02.2016 was pleased to dispense with the requirement of convening of the meetings of the shareholders, unsecured creditors and secured creditors of the Petitioner Companies. It was also noted in the order that there were 38 secured creditors and 9660 unsecured creditors of the Transferee Company whose consents were not placed on record. The counsel stated and it was noted by the High Court that the that since the Transferor Company was a wholly owned subsidiary of the Transferee Company; no new shares were to be issued by the Transferee Company in lieu of the shares of the Transferor Company; and there would be no change in the control and management of the Transferee Company. It was further stated that the Transferor Company was a profit making concern and aggregate of assets of both the companies were more than sufficient to meet their combined aggregate liabilities towards their respective creditors. Therefore, it was stated that rights of the creditors of the Transferee Company would not be adversely affected. In support of the submissions, reliance was placed on the judgments of Hon'ble High Court of Delhi namely Prasneeta Engineering Private Limited & Anr [CA(M) 3/2010], Imperia Homes Private Limited and Anr [CA(M) 78/2014] and Salasar Stainless Steel Limited [CA(M) 15/2015] wherein the Hon'ble Court under similar circumstances" has dispensed with the requirement of convening and holding the meetings of secured and unsecured creditors of the Transferee Company without obtaining their consents to the proposed Scheme of Amalgamation.
(3.) Subsequent to the above order dated 10.02.2016, the Petitioner Companies had preferred the instant Petition before the Hon'ble High Court of Delhi which vide order dated 26.02.2016, directed the Petitioner Companies under Sections 391 to 394 of the Companies Act, 1956 read with relevant Rules of the Companies (Court) Rules, 1959 in connection with the Scheme of Amalgamation, to issue Notice in the Second Motion petition being C.P. No. 162/2016 to the Registrar of Companies, Regional Director and the Official Liquidator. The Petitioner Companies were also directed vide said order to carry out publication in English Daily 'Business Standard' and Hindi Daily 'Jansatta'. An affidavit dated 05.05.2016 has been filed by the Petitioner Companies confirming that notices were duly published in the English Daily 'Business Standard' on 22.04.2016 and in the Hindi Daily 'Jansatta' on 23.04.2016. Another affidavit dated 24.10.2016 shows that since the date of publication of the Notices till the date of filing the affidavit, no objections have been received to the proposed Scheme of Amalgamation.;