Bikki Raveendra Babu, Member - (1.) By way of this petition under Sections 230-232 of the Companies Act, 2013, the Petitioner Company is seeking sanction of a Composite Scheme of Amalgamation and Arrangement among Vodafone Mobile Services Limited and Vodafone India Limited and Idea Cellular Limited and their respective shareholders and creditors (Scheme) .
(2.) The circumstances and/ or reasons that justify and/or necessitate the Scheme and the benefits which are likely to result are, inter alia, as follows: a. consolidation of the telecommunications business of the Parties resulting in expansion of business and creation of greater value for shareholders and all other stakeholders; b. synergies in operational processes and logistics alignment leading to economies of scale, rationalization of network infrastructure, creation of efficiencies and optimization of capital and operational expenditure, including lower maintenance expenses and savings in energy costs; c. availability of combined resources together with the synergies in the operational processes and consequent reduction in cost to be utilized for strengthening the customer base, and providing high quality service to customers at competitive prices in a manner that would assist in achieving the Indian Government's 'Digital India' vision; d. higher spectrum availability and larger single radio access network deployment, coupled with redeployment of overlapping equipment from rationalized sites, resulting in lower capital expenditure; e. harmonization of sales and service channels; f. sustained investment accelerating pan-India expansion of wireless broadband services, supporting introduction of digital content and 'Internet of Things' services as well as expanding financial inclusion through mobile money services for the benefit of the Indian consumers, businesses and society as a whole; g. streamlining of regional and nationwide information technology systems and development of a common information technology system; and h. general and administrative cost reduction and productivity gains by pooling of financial, managerial and technical resources, personnel capabilities, skills, expertise and technologies of the Parties.
(3.) The Petitioner Company states that the Scheme has been drawn up in accordance with law, and any modification(s) shall be in accordance with applicable law. The capital structure of the Petitioner Company as on the Effective Date, shall meet the following requirements of the Scheme: (i) ICL Promoters shall hold a minimum of 26% shareholding, (ii) Vodafone Promoters shall hold a minimum of 45.1% shareholding, and (iii) public shareholding shall be at least 25%, in accordance with listing regulation requirements in each case on a fully diluted basis.;