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2016 Supreme(Raj) 216
IN THE HIGH COURT OF JUDICATURE FOR RAJASTHAN AT JAIPUR BENCH
ALOK SHARMA, J.
M/s. Sistema Shyam Tele-services Limited & Anr. - Petitioners
S.B. Company Petition No. 13 of 2016
Decided On : 30-09-2016
Advocate Appeared:
For the Petitioners: Mr. P. Chidambram, Mr. Parag Tripathi, Mr. Abhinav Vashistha, Mr. Anirudh Das, Mr. Anuroop Singhi, Mr. Manu Krishnan, Mr. Saurabh Jain, Mr. Hemant Sharma, Mr. Kushagra Sharma, Mr. O.P. Pareek
For the Respondents: Mr. R.D. Rastogi, Mr. Anand Sharma, Mr. Ashish Kumar, Mr. Satyam Khandelwal, Mr. Gujnjan Pathak, Ms. Nivedita R. Sarda, Mr. Madhav Mitra, Mr. Anant Kasliwal
For the Applicant : Mr. Mohit Kumar Sharma
For Official Liquidator : Mr. Sanjay Kumar Gupta
Headnote:
Companies Act, 1956 - Sections 391 to 394, 67(3) , 117 , 391(2) , 394 , 397-398 , 6(1) , 4(1) - Companies Act, 2013 - Section 180 - Seeking sanction - Notices - Amended certificate of Incorporation - Transferor Company whose registered office is situate at MTS Tower within the jurisdiction of this court moved the first motion under Sections 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 - It was directed by this court that the meetings of shareholders and unsecured creditors be convened and held at its registered office 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 - Scheme of arrangement was approved and adopted. Reports of the respective Chair persons of the two meetings have been submitted before this court application for second motion for sanction the scheme by the court – Held, Scheme of arrangement in issue have not at all been questioned and it has not been denied that the scheme would help the Transferor company in deleveraging its balance-sheet including reduction of debts and outgo and help creation of value for shareholders who do not exercise the option of swapping of their shares and migrating to the Transferee company - It has also not been denied that the scheme of arrangement would consolidate the telecom wireless business of transferee company and with transferor company as its shareholder to the extent it turns out after - Transferor Companys shareholders exercise their option to swap their shares in the transferor company for that of transferee company, it would be to its benefits too - scheme of arrangement between Transferor company and Transferee Company is just, fair and reasonable, fully compliant with prescribed statutory provisions for its approval, not opposed in any manner to law or public policy and is therefore allowed in following terms - petition filed by the petitioner transferor company for sanctioning the scheme of arrangement being Exhibit-A is allowed and the scheme of arrangement is sanctioned - Petitioner transferor company is allowed to file sanction order of court with the Registrar of Companies within a period of thirty days from of approval from Department of Telecommunications for transfer/merger of licenses/authorizations as set out in the scheme Annexure-A – Ordered Accordingly
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.
4. The Transferor company was incorporated under the Act of 1956 on 20-4-1995 in the name of Telelink Network (India) Limited. The name was thereafter changed to Shyam Telelink Limited and amended certificate of Incorporation dated 3-4-1998 was issued by the Registrar of Company Delhi and Haryana. On 26-8-2002 the registered office of the Transferor Company was from shifted Delhi to Rajasthan and a certificate of Registration issued afresh by the Registrar of Companies, Jaipur Rajasthan. The name of the Transferor Company was thereafter changed to M/s. Sistema Shyam Tele-services Limited on 22-1-2009. A fresh certificate of incorporation by the Registrar of Companies, Jaipur followed.
5. The Transferor Company is inter alia engaged in the business of telecom services and is one of the telecom service provider in the country. The scheme of arrangement approved by the shareholders and unsecured creditors of which sanction is sought provides for transfer and vesting of the “Transferred undertaking” defined therein (hereinafter ‘the telecom business') from the Transferor Company to the Transferee Company on an ongoing concern basis subject to regulatory approvals. The consideration lies in the issue of 27.65 crors equity shares by the Transferee company to the Transferor Company and payment of upto US $300 Million in Indian rupees equivalent as per the terms of the Earn Out Deed executed on 2-11-2015 between the Transferor Company, the Transferee Company and STA Capital LLC, Moscow Russian Federation. The scheme in issue provides that following the transfer and of “vesting of the Transferred undertaking” (telecom business) the Transferor Company will continue to pursue its interests in the “remaining business” which is also being presently carried out by it with greater focus to encash th
