JUDGMENT :

P.B. Majmudar, J.

This appeal is directed against the judgment and order dated December 9, 2010 passed in Company Petition No. 183 of 2009 (Vodafone Essar Gujarat Ltd., In re (2011) 161 Comp Cas 144 (Guj)) whereby the learned company judge did not accord sanction to the scheme of arrangement under sections 391 to 394 and other applicable provisions of the Companies Act, 1956, whereby passive infrastructure assets of the appellant-company together with the passive infrastructure assets of other companies, transferor companies, shall vest in and become the right, property and assets of Vodafone Essar Infrastructure Ltd., the transferee company.

2. The transferee company was originally incorporated under the Companies Act, 1956, on January 19, 2007, with the Registrar of Companies, Maharashtra, Mumbai under the name and style of Perfect Tribute Impex P. Ltd. The company changed its name to Vodafone Essar Infrastructure P. Ltd., after passing the necessary resolution to this effect and obtained fresh certificate of incorporation on October 18, 2007. The company again changed its name to Vodafone Essar Infrastructure Ltd., and obtained fresh certificate of incorporation on January 17, 2008. Thereafter, the company shifted its registered office from the State of Maharashtra to NCT of Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi and Haryana at New Delhi on June 28, 2008.

3. The authorised share capital of the transferee company, as on March 31, 2009, is Rs.5,00,000 divided into 50,000 equity shares of Rs.10 each. The issued, subscribed and paid-up capital of the company is Rs.5,00,000 divided into 50,000 equity shares of Rs.10 each.

4. It is the case of the appellant-company that the board of directors of the appellant-company has approved the scheme by resolution passed in the meeting held on September 21, 2007 and further modified by a resolution dated April 30, 2008. The board of directors of the transferee company has also approved the scheme by a resolution dated September 21, 2007.

5. The scheme envisages the demerger of the passive infrastructure assets of each of the transferor companies. Upon sanction of the scheme, the passive infrastructure assets of the transferor companies will be transferred from each of the transferor companies and shall vest in the transferee company. By an order dated July 8, 2009, passed in Company Application No. 254 of 2009 this court has dispensed with the requirement of holding meetings of the shareholders, secured creditors and the unsecured creditors of the petitioner-company, for the purpose of considering and approving the scheme. The registered office of the appellant-company is situated at Ahmedabad. Along with the company petition a copy of the scheme of arrangement has been filed on the record and salient features of the scheme have been incorporated and detailed in the company petition. Under the said scheme it is proposed to demerge passive infrastructure assets of eight transferor companies and transfer them to the transferee company. The transferee company is the wholly owned subsidiary of the transferor company. The said scheme has already been sanctioned by the High Courts of Bombay, Calcutta, Madras and Delhi. The scheme envisages that on the appointed day, inter alia, the passive infrastructure assets of all the transferor companies shall stand transferred to it and vested in the transferee company. As per the scheme, the segregation of the passive infrastructure assets, business and the telecommunications services business is to enable further growth and maximise value in each of the businesses. It is also claimed that it will improve the quality of services to customers by establishing a high service standard and delivering services in an environment friendly manner and will also increase the speed of rollout and efficiency through the sharing of infrastructure. This initiative of the petitioners is stated to be in line with