IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 953 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1088 OF 2009 In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Aditya Birla Telecom Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Aditya Birla Centre, ‘A’ Wing, 4th Floor, S. K. Ahire Marg, Worli, Mumbai-400 030; And In the matter of the Scheme of Arrangement between Aditya Birla Telecom Limited and Idea Cellular Limited and their respective Shareholders and Creditors; Aditya Birla Telecom Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Aditya Birla Centre, ‘A’ Wing, 4th Floor, S. K. Ahire Marg, Worli, Mumbai-400 030. …Petitioner Company Dr. Virendra Tulzapurkar, Senior Advocate, Mr. Pradeep Sancheti, Mr. Jayesh Desai and Ms. Amrita Thakore i/b Singhi & Co. Advocate for the Petitioners. Mr. Vikram Deshmukh_i/b Mr. S. K.Mohapatra for Regional Director. CORAM: S. J. Kathawalla, J. DATE: 22nd January 2010. PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought, under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Arrangement between Aditya Birla Telecom Limited, and Idea Cellular Limited and their respective shareholders and creditors for the demerger of demerged undertaking of Aditya Birla Telecom Limited and transfer of demerged undertaking to Idea Cellular Limited and for other matters consequential, supplemental/ and/or otherwise connected therewith. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there-under. Undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public however in, paragraph 6 of the said affidavit it is stated that the Demerged Company may be directed to obtain the necessary approval of the Department of the Telecommunication and other regulatory authorities in respect of present scheme of arrangement. The Counsel for the Petitioner Company stated that clause 6.3 and 6.3 (ii) of the Licence Agreement provides for transfer/assignment of License whenever amalgamation or restructuring i.e. merger or demerger of the Company is Sanctioned and/or ordered by the High Court and Company undertakes to abide by the said clause of the Agreement, as well as to obtain necessary approval of the other regulatory authorities with regard to transfer of Licence, if any. The said undertaking is accepted. 5. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 6. Since all the requisite statutory compliances have been fulfilled, Company Petition No. 953 of 2009 is made absolute in terms of prayer clauses 28 (a) to 28 (dd) therein. 7. The Petitioner to pay cost of Rs. 7,500/- to the Regional Director Western Region, Mumbai. Costs to be paid within four weeks from today. 8 Filing and issuance of the drawn up order is dispensed with. 9. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.)