VODAFONE INFRASTRUCTURE LTD Vs. STATE

JUDGEMENT

(1.) Vodafone Infrastructure Limited ('VIL'), Bharti Infratel Ventures Limited ('BIVL'), Idea Cellular Towers Infrastructure Limited ('ICTIL'), Petitioner Nos. 1, 2 and 3 ('Transferor companies') respectively along with Indus Towers Limited ('Indus'), Petitioner No. 4 ('Transferee company') have jointly filed this petition under Sections 391 to 394 of the Companies Act, 1956 ('Act') seeking sanction of the Scheme of Arrangement ('Scheme') among them and their respective shareholders and creditors. A copy of the Scheme is enclosed with the petition as Annexure 'A'.

(2.) The background to the present petition is that in October 2006 a report was prepared by the Working Group on the Telecom Sector for the Eleventh Five Year Plan (2007-2012). In para 5.5, among the recommendations to achieve Vision 2012 there was one recommendation that sharing of infrastructure of telecom companies must be promoted "so that costs can be kept down." It was also recommended that such share should be incentivized. This was considered essential for rural penetration. In the same report, in Chapter 10 (Recommendations and Suggestions) it was stated under the Sub Head 'Mobile Towers' that "there is an urgent need to bring an appropriate legislation so that the towers are shared by mobile operators resulting in reduction in cost." Under the Sub Head 'Rural Telecom Development' it was recommended that sharing of infrastructure should be promoted to keep the costs low for the provision of rural telephony.

(3.) On 19th January 2007 VIL was incorporated under the Act with the Registrar of Companies ('ROC'), Maharashtra under the name of Perfect Tribute Impex Private Limited ('PTIPL'). Later the name was changed to Vodafone Essar Infrastructure Private Limited ('Vodafone Essar') on 18th October 2007. On 20th November 2007 Indus was incorporated with the ROC, Delhi and Haryana. ICTIL was incorporated with the ROC, Delhi and Haryana on 3rd December 2007 and BIVL was incorporated with the ROC, Delhi and Haryana on 31st December 2007.