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 requirem