- (1.) This matter comes up on the second motion under Sections 391 to 394 of the Companies Act, 1956 (hereinafter 'the Act of 1956') read with Rule 57 of the Company (Court) Rules 1959 (hereinafter 'the Rules of 1959') seeking sanction of the scheme of arrangement between M/s. Sistema Shyam Teleservies Limited (hereinafter 'the Transferor Company') and M/s. Reliance Communication Limited (hereinafter 'the Transferee Company') and their respective shareholders and creditors for transfer of the telecom business undertaking of the Transferor Company to the transferee company on an ongoing business basis concern consisting of assets/ liabilities set out in the scheme.
(2.) The facts of the case are that the Transferor Company whose registered office is situate at MTS Tower Anmrapali Circle, Vaishali Nagar, Jaipur within the jurisdiction of this court moved the first motion under Sections 391-393 of the Act of 1956 Act for holding meetings of its shareholders and unsecured creditors for considering and approving the scheme of arrangement in issue. Vide order dated 29-1-2016 it was directed by this court that the meetings of shareholders and unsecured creditors be convened and held at its registered office on 18-3-2016 under the respective chairmen appointed therefor by the court. Meeting of the sole preference shareholders was dispensed with by the court on the basis of consent in writing filed before the court. Consequently the meetings as directed were held, the scheme of arrangement was approved and adopted. Reports of the respective Chair persons of the two meetings have been submitted before this court on 21-3-2016. Hence this application for second motion for sanction the scheme by the court.
(3.) Notices were issued by the court on 1-4-2016 to the Regional Director (North western Region), Ministry of Corporate Affairs and the Registrar of Companies, Ministry of Corporate Affairs, at its Jaipur office. Notices were also directed to be published in two daily news papers Financial Express (English) Delhi Edition and Dainik Bhaskar (Hindi) Jaipur and Delhi Edition. Copies of notices published in news papers on 26-4-2016 have been placed before this court.;