THE HON'BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.130 of 2011 28th October, 2011 Between :- M/s.Ascend Telecom Infrstructure private Limited Having its Regd.Office at 25 & 26, 2nd Crescent, Sainikpuri, Secunderabad rep.by its Director – U.C.Dutta .. Petitioner THE HON'BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.130 of 2011 ORDER:- This application has been taken out under Sections 391 and 394 of the Companies Act, 1956 seeking sanction of Scheme of Amalgamation as approved by the shareholders. M/s.Ascend Telecom Infrastructure Private Limited (hereinafter referred to as ‘Transferee Company”) was originally incorporated as a Private Limited Company under the name and style of Aster Infrastructure Private Limited in the State of Andhra Pradesh on 28-3- 2002. Thereafter it changed its name as M/s.Ascend Telecom Infrastructure Private Limited and obtained fresh Incorporation Certificate from the Registrar of Companies, Andhra Pradesh, Hyderabad, on 9-8-2010. The authorized share capital of the Transferee Company is Rs.15,00,00,000/- divided into 140,00,000 equity shares of Rs.10/- each and Rs.10,00,000 preference shares of Rs.10/- each. The issued, subscribed and paid-up capital is Rs.12,45,60,000/- divided into 1,24,56,000/- of Rs.10/- each fully paid up. The registered Office of the Transferee Company is situated at Plot No.A-25/26, 2nd Cresent Road, Sainikpuri, Secunderabad. The main objects of the Transferee Company (more fully described in para 5 of the Company Petition) are :- to provide infrastructure for setting up telecom facilities etc. M/s.India Telecom Infra Limited (hereinafter referred as ‘Transferor Company’) was incorporated in the name and style of NK Digital Infrastructure Service Limited on 9-4-2007 in the State of Tamil Nadu vide certificate of Incorporation No.U72900TN2007PLC063049 of 2007-08. Subsequently, it changed its name as India Telecom Infra Limited and obtained fresh Certificate of Incorporation from the Registrar of Companies, Tamil Naud, on 3-12-2007. The authorized share capital of the Transferor Company is Rs.750,00,00,000/- divided into 15,00,00,000 equity shares of Rs.10/- each and 6,00,00,000 preference shares of Rs.100/- each. The issued, subscribed and paid- up capital is Rs.250,00,00,000/- divided into 5,00,000 equity shares of Rs.10/- each and 2,49,50,000 6% cumulative redeemable preference shares of Rs.100/- each. The main objects of the Transferor Company (more fully described in para 10 of the Company Petition) are:- to plan, formulate and implement any projects and to build, own, operate and transfer telecom, industrial, networking computer, software and other projects and to act as special purpose vehicle (SPV) for various projects in Tamilnadu and other States in India and any country outside India and to assist the Industries in the implementation of projects, management, maintenance and operations, all related activities thereon, etc. The proposed amalgamation of the Transferor Company with the Transferee Company is to achieve:- a) synergy, integration and consolidation of the business presently being carried on by the Transferor and Transferee Company; b) creation of an independent infrastructure institution, allowing the merged entity to capitalize on the geographic coverage to capture greater share of market and achieve a strategic position to caster to the growing demand of passive infrastructure services; c) rationalization of financial strength and flexibility, allowing access to better financial resources by a combination of funding capabilities of the existing shareholders of the Transferor and Transferee Company; d) administrative and operational rationalization, organizational efficiencies and rationalization in economics of scale and more optimal utilization of various resources, including optimization of administrative cost, while increasing the managerial efficiencies and leveraging on the technical, distribution and marketing skills of each other; e) streamlining of the activities of the respective companies and reduce managerial overlaps; and f) augmenting shareholders’ value besides aligning interests of shareholders in a single entity. The Board of Directors of the Transferor and Transferee Companies at their respective meetings held on 16-2-2011 and 24-2- 2011 approved the Scheme of Amalgamation of the Transferor Company with the Transferee Company with effect from 1-4-2008 subject to the approval/consent of the shareholders and confirmation by this Court and High Court of Madras at Chennai. There are only ‘2’ shareholders in the Transferor Company. Both the shareholders have placed on record their consent. Meeting of the shareholders came to be dispensed with by this Court as per orders dated 30-4-2011 passed in Company Application No.565 of 2011. Hence, this petition. The Company Petition came to be admitted on 15-7-2011. The petitioner was directed to publish the hearing of the petition in “Business Standard” (English Daily) of Hyderabad Edition, and “Andhra Bhoomi” (Telugu Daily) of Hyderabad Edition. The petitioner was also directed to take out notice to the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad. Accordingly, the petitioner took out publication and filed copies of the same as proof. The Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad, placed on record his Sworn Affidavit. It is stated in para 6 of the affidavit that Transferee Company has to place on record no objection certificate from the secured creditors. It is also stated in the affidavit that the Transferor Company shall obtain necessary approval from the High Court of Madras at Chennai. No objections have been received from any quarter resisting the petition. Heard learned Counsel appearing for the petitioner and the learned Assistant Solicitor General representing the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad. The only objection taken by the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad, in his affidavit is that the petitioner has to place on record no objection certificate from the secured creditors. The petitioner placed on record no objection certificate from the secured creditors viz., Oriental Bank of Commerce, Axis Bank and L&T Infra. As could be seen from the letters, the secured creditors have given their consent to the proposed Scheme of Amalgamation. Since all the statutory requirements have been satisfied and as the Scheme of Amalgamation is fair and proper, I do not see any impediment in according approval of the Scheme of Amalgamation subject to the Transferor Company securing similar approval from the High Court of Madras at Chennai. Accordingly, the Company Petition is allowed. The parties to the scheme of Amalgamation or other persons interested shall be at liberty to apply for any directions that may be necessary in regard to the working of the Scheme of Amalgamation. The petitioner Company to lodge an authenticated copy of the scheme and copy of this order with the Registrar of Companies within 30 days from the date of the order. The petitioner company shall pay a sum of Rs.5,000/- (Rs.Five thousand only) to the Regional Director, South Easter Region, Ministry of Corporate Affairs, Hyderabad. _________________________ B.Seshasayana Reddy, J 28th October, 2011 smr