JUDGMENT :

K.A. Puj, J.

The petitioner-company has filed this petition to obtain the sanction of this court to a scheme of arrangement under sections 391 to 394 and other applicable provisions of the Companies Act, 1956, whereby passive infrastructure assets of the petitioner-company together with the passive infrastructure assets of other companies shall vest in and become the right, property and assets of Vodafone Essar Infrastructure Ltd., the transferee company.

2. The board of directors of the petitioner-company has approved the scheme by resolution passed in a 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.

3. 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.

4. By an order dated July 8, 2009, 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 if thought fit, with or without modification, approving the scheme. On substantive petition having been filed by the petitioner before this court, this court has admitted the petition on August 11, 2009 and notice was issued to the Central Government to be served through the Regional Director, Ministry of Corporate Affairs, Mumbai. Notice was also issued to the official liquidator for examination of the affairs of the petitioning company. The official liquidator was at liberty to engage a chartered accountant for such purpose at the cost of the petitioning company. The court has also directed to issue public advertisement in The Times of India, English daily, Ahmedabad edition and Gujarat Samachar, Gujarati daily, Ahmedabad edition, keeping 21 days clear notice. Pursuant to the notice, public advertisements were issued and affidavit to this effect was filed before this court. In response to the notice served on the Regional Director an affidavit is filed by the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai on November 27, 2009, to which rejoinder-affidavit was filed on behalf of the petitioner-company on January 12, 2010. Though notice was issued to the official liquidator on August 11, 2009, since it was a scheme of demerger and the transferor company will not come to an end, on a note for speaking to minutes filed on behalf of the petitioner-company, the court has passed further order on August 26, 2009, clarifying that no notice to the official liquidator is required to be issued.

5. Pursuant to the public notice, objections were raised on behalf of the Income-tax Department on October 8, 2009, to which counter affidavit was filed on behalf of the petitioner on December 30, 2009. Further objections-cum-rejoinder affidavit was filed on behalf of the Income-tax Department on March 3, 2010.

6. On completion of pleadings, petition was heard at length.

7. Pursuant to the notice issued to the Regional Director, an affidavit is filed by Shri Rakesh Chandra, Regional Director, stating that the petitioner-company may be directed to furnish the latest financial statement before this court at the time of hearing and that the petitioner-company may also be directed to obtain necessary approval of the concerned regulatory authorities of the Ministry of the Tele-communications in respect of the present scheme of arrangement if applicable and that the Regional Director had received a letter dated September 7, 2009, from the Assistant Commissioner of Income-tax, Ahmedabad on tax aspects in respect of the petitioner-company wherein it is stated that they are going to represent the same bef