B.S.V. Prakash Kumar, Member - (1.) These are Company Scheme Petitions filed u/s. 230-232 of the Companies Act 2013 (herein after referred as "the Act") seeking approval for composite scheme of arrangement between Reliance Communication Ltd. (RCom - Demerged company No. 1), Reliance Telecom Ltd. (RTL - Demerged company No. 2), Aircel Ltd. (Aircel - Resulting company No. 1), Dishnet Wireless Ltd. (DWL-Resulting company No. 2), Deccan Digital Network Pvt. Ltd. (Deccan-Transferor company No. 1) and South Asia Communication Pvt. Ltd. (SACPL - Transferor company No. 2).
(2.) The rationale behind this scheme is - for consolidation of the wireless telecom business of the demerged companies (Rcom & RTL) with the resulting companies (Aircel & DWL) providing equity interest to RCom in Aircel for expansion of the business of Aircel and DWL into growing markets of India creating greater value for the shareholders of the resulting companies (Aircel & DWL); for availability of increased resources and assets which can be utilized for strengthening of the customer base of Aircel and DWL by servicing existing as well as new customers of the resulting companies; for augmenting the infrastructural capabilities of the resulting companies to effectively meet future challenges in the ever evolving wireless telecom business; for the combination of Demerged Companies and Resulting Companies is a strategic fit for servicing existing market and for catering additional volume link to new customers; for synergies in operational process and logistics alignment leading to economies of scale for the resulting companies for optimization of operational capital expenditure; for assisting these companies in strengthening their asset base while enhancing their financial flexibilities; financing competitive strength to achieve cost reduction, efficiencies and productivity gain by pooling the financial, managerial and technical resources, personal capabilities, skills, expertise and technology of the resulting companies and the demerged companies for significant contribution to future growth and for maximization of shareholders' value; for reduction of the direct and indirect foreign shareholding in Aircel, and to achieve an optimal capital structure through a capital reorganization exercise.
(3.) This scheme has envisaged various arrangements among all these companies finally to have 50% equity to RCom and 50% equity to Aircel which will result into making Aircel as one of the India's largest private sector company with an asset base over Rs. 65,000 crores and net worth of Rs. 35,000 crores by which Aircel after amalgamation will enjoy substantial benefit of scale deriving significant revenue growth, CAPEX and OPEX synergies.;