- (1.) The Counsel for the Applicant Company submits that present Scheme is for Amalgamation of ATC Tower Company of India Private Limited and ATC India Tower Corporation Private Limited and Transcend Infrastructure Private Limited and ATC Telecom Tower Corporation Private Limited and McCoy Developers Private Limited with ATC Telecom Infrastructure Private Limited and their respective shareholders. The Counsel for the Applicant Company further submits that the Applicant Company is registered with the Department of Telecommunications, Ministry of Communications and Information Technology, Government of India ("DoT") as Infrastructure Provider Category-I (IP-I Infrastructure provider) and is engaged in the business of providing passive telecom infrastructure services to cellular mobile telephony operators and other licensed telecom infrastructure providers in India.
(2.) The Counsel for the Applicant Company further submit that rationale for the Scheme is as under: "The American Tower Corporation group (the "ATC Group"), through one of its group entities in Singapore i.e., ATC Asia Pacific Pte. Ltd., had acquired a 51% stake in ATC Telecom Infrastructure Private Limited (formerly known as Viom Networks Limited) on April 21, 2016, which is engaged in same line of business as the ATC Indian Entities (each of which is wholly owned by the ATC Group). The management of the Transferor Companies and the management of the Transferee Company (which includes representatives of shareholders outside of ATC Group that hold a 49% stake in the Transferee Company) believe that the businesses of the Transferor Companies and the Transferee Company require a combined management focus, business strategies and synergies. With a view to achieving the above, it was agreed between the shareholders of each of the Transferor Companies and the continuing shareholders of the Transferee Company, to consolidate the business of the Transferor Companies and the Transferee Company which would benefit the respective companies and their stakeholders." The proposed amalgamation will also: "i. enable consolidation of the business and operations of the Transferor Companies and the Transferee Company which will provide significant impetus to growth, enable synergies, reduce operational costs, increase operational efficiencies and greater focus and enable optimal utilization of various resources as the Transferor Companies and the Transferee Company are engaged in the same line of business; ii. lead to a significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the Transferor Companies and the Transferee Company and also avoid duplication of administrative functions and eliminate multiple record-keeping; and iii. be in the best interests of the shareholders (including shareholders outside of ATC Group holding 49% stake in the Transferee Company), creditors, employees and other stakeholders of each of the Transferor Companies and the Transferee Company, as it would result in consolidation of the enhanced market value and market share of the Transferor Companies along with the Transferee Company and would result in enhancement of shareholder value and would enable the management of the Transferee Company to vigorously further pursue revenue growth and expansion opportunities."
(3.) A meeting of the Equity Shareholders of the Applicant Company, be convened and held at 403 & 404, 4th Floor, Skyline Icon, Andheri Kurla Road, Andheri East, Mumbai - 400059 on 27th day of June, 2017 at 10.30 A.M. for the purpose of considering and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of ATC Tower Company of India Private Limited and ATC India Tower Corporation Private Limited and Transcend Infrastructure Private Limited and ATC Telecom Tower Corporation Private Limited and McCoy Developers Private Limited with ATC Telecom Infrastructure Private Limited and their respective shareholders.;