ASIAN TELEPHONE SERVICES LTD. Vs. STATE

JUDGEMENT

(1.) THIS company petition is filed by a limited company known as 'Asian Telephone Services Limited' (hereinafter referred to for brevity 'transferor -company') under Section 391/394 of Companies Act seeking inter alia its amalgamation along with 6 other companies on the one side as transferor -company with another company known as 'Idea Cellular Limited' (hereinafter referred to for brevity 'transferee -company'). The amalgamation is sought on the grounds set out in detail in the scheme annexed along with the petition as Annexure A -12, it is averred that since the registered office of the transferor -company is situated at P.O. Birlagram, Nagda (M.P.) which falls within the territorial jurisdiction of this Court (Indore Bench) and hence, this petition is filed before this Court seeking sanction for the proposed amalgamation in accordance with the requirement of Section 391/394 of Companies Act read with relevant Company Court Rules applicable to cases relating to amalgamation. It is further averred that so far as other 6 transferor -companies are concerned, they (individually) have filed their company petition under Section 391/394 ibid before respective High Courts having territorial jurisdiction over the matter such as Bombay and Delhi High Courts seeking sanction/approval to the proposed amalgamation like the present petitioner with the transferee -company. These company petitions are entertained by the respective High Courts (Company Judge) and some are pending and some disposed of. It is also averred that similarly the transferee -company too has filed company petition under Section 391/394 ibid before competent High Court (ie., Gujarat) praying for similar sanction for amalgamation of these 6 transferor -companies with transferee -company, which has granted sanction to the proposed amalgamation during pendency of this petition.

(2.) IT is averred that transferor -company is wholly, owned subsidiary company of transferee -company having its authorised share capital of Rs. 11,80,00,000 whereas paid -up capital of Rs. 10,80,00,000 each share of Rs. 10. It is alleged that all the shares of transferor -company are held by transferee -company who has given their consent in writing dated 27 -2 -2007 for the proposed amalgamation. It is also alleged that there are no secured creditors of the transferor -company whereas there is only one unsecured creditor of transferor -company i.e., transferee -company who too has given their consent in writing dated 27 -2 -2007 for the proposed amalgamation.

(3.) THIS Court while deciding the earlier Company Petition No. 2 of 2007 filed by these very petitioner companies by reasoned order dated 26 -3 -2007 granted exemption from convening the meetings of shareholders as also of creditors of petitioners' companies. In its concluding paras 9,10 and 11 of order, dated 26 -3 -2007 passed in Company Petition No. 2 of 2007 this Court passed following order: 9. It is apart from the fact that when similar order granting exemption has also been passed by other Company Judges who are seized of the company petitions of other transferor -companies then in order to maintain consistency in passing judicial orders in identical cases, I also grant exemption to petitioner as prayed. 10. In view of foregoing discussion, I am satisfied that a case for grant of exemption from convening the meeting of shareholders and creditors of petitioner -company is made out. As a consequence, the petitioner is accordingly, granted exemption from convening meeting of shareholders as also that of creditors (secured/unsecured) of transfer company. 11. The petitioner -company shall now file the petition within a period of 3 weeks as per Company Court Rules as an outer limit.