IDEA CELLULAR LTD Vs. STATE

JUDGEMENT

(1.) PRESENT Judges summons has been taken out by the IDEA CELLULAR LTD. (transferee company) for an appropriate order of holding of the meeting of the preference shareholders, equity shareholders of the of the applicant company for the purpose of considering and if thought fit approving with or without modification(s), the arrangement embodied in the scheme of amalgamation of Bhagalaxmi Investments Private Limited, Sapte Investments Private Limited, Asian Telephone Services Limited, Vsapte Investments Private Limited, BTA Cellcom Limited, Idea Mobile Communications Limited and Idea Telecommunications Limited (all transferrer companies) with the applicant company. It is also further prayed to dispense with the meeting of the creditors of the applicant company in light of the fact that rights and interests of the creditors of the applicant company are not affected by the scheme of amalgamation as proposed.

(2.) SHRI Mihir Joshi, learned senior advocate appearing on behalf of the applicant company has submitted that Bhagalaxmi Investments Private Limited, Sapte Investments Private Limited, Asian Telephone Services Limited, Vsapte Investments Private Limited, Idea Mobile Communications Limited and Idea Telecommunications Limited all are wholly subsidiary of IDEA CELLULAR LTD. (transferee company). It is also further submitted that so far as one of the transfer company BTA Cellcom Limited is concerned, its entire paid up share capital is held by Sapte, Bhagalaxmi, Asian Telephones, Vsapte and the transferee company through their nominees respectively.

(3.) WHILE relying upon the order passed by the learned single Judge of this Court dated 31 -1 -2003 passed in Company Application No.30 of 2003, Shri Joshi has requested to dispense with the meeting of the creditors of the applicant company by submitting that rights and interests of the creditors of the transferee company are not affected by scheme of amalgamation as proposed. Necessary averments for dispensing with the meeting of the creditors are made in para 45 of the application. Having gone through the application and the supporting affidavit of Shri Pankaj Kapdeo filed on 22 -2 -2007 and the annexures therein referred to (Annexure K being a copy of the scheme of amalgamation) and having heard Shri Joshi, learned senior advocate for the applicant company, this Court pass the following order.