Unitech moves Company Law Board against Uninor plans of selling India telecom business
A day after Norway's Telenor- controlled Uninor put India telecom business on auction, real estate firm Unitech today approached the Company Law Board (CLB) seeking a stay on selling the business in which it owns a third of the stake.
Unitech in its application requested CLB to stay the auction in which Telenor may possibly be the only bidder. It also sought a restraint on any sale or transfer of Uninor's business and assets.
"Pass an order restraining the respondents (Telenor) from taking any action in pursuance of sale and transfer of the business and/or assets of the respondent No 1 company (Uninor) in any manner," said the real estate firm in its petition.
Uninor has set a minimum price of Rs 4,000 crore for the India telecom business and said Telenor would pay Rs 4,190 crore in case no other bidder evinces interest by August 6.
Telenor wants to scrap the joint venture with Unitech and migrate its business to a new company to seek fresh operating licences as the JV's 22 telecom permits were among the 122 quashed by the Supreme Court in February.
Uninor yesterday had said it wanted to auction the company's business, including its assets, while it is a going concern before the September 7 deadline set by the apex court for winding up of operations of all the firms whose licences had been cancelled.
Unitech, which holds 32.75 per cent stake in Unitech Wireless Pvt Ltd that operates under the Uninor brand, further requested the CLB to restrain Telenor and its associates from giving any effect to the auction process, for which notices were published in newspapers yesterday.
"Pass an order restraining the Respondents from taking any step whatsoever in pursuance of the 'Auction Notice' published on August 1, 2012," Unitech said in its application.
Unitech's application was mentioned today before a CLB bench headed by its Chairman Justice DR Deshmukh, who directed it to be listed for hearing tomorrow.
Unitech has also challenged the authenticity of the July 31 board meeting of Uninor, in which a resolution for hiving of the telecom business was passed.
The company claimed it had vetoed the proposal at the board meeting.
"It defies logic as to how any transfer of assets can take place in absence of Department of Telecom (DoT) approval for transfer of licenses," Unitech said.
"That the proposed auction is an eyewash is clearly borne out of the fact that the potential buyer is expected to conduct its due-diligence in a period of two days! Clearly Telenor alone with its management control is in a position to achieve this feat," it added.
Unitech in the application said five people had physically attended the July 31 board meeting. Of these three, were from Unitech representatives and two from Telenor. Two directors -- Richard Oo Alav and Ragnur Karnhus, attended the meeting from France and Oslo through video conferencing.
However, no video recording was done by Uninor despite the directions of the Ministry of Corporate Affairs (MCA) to record in case of any directors attending the meeting through video conferencing, it claimed.
It further added that CLB had also issued direction to Uninor to video record the process of the meeting for a fair outcome.
"Since a video-recording was not done, though two Directors sought to participate through video conference, it is submitted that the entire meeting was vitiated for being not in accordance with the relevant circulars of the MCA," Unitech said.
It further stressed that even if the meeting was valid, then the resolution seeking auction of Uninor business was defeated as its three nomineed Directors had vetoed it and only two nominees of Telenor voting in its favour.
"Accordingly, the resolution was defeated by majority," claimed Unitech. (Economic Times)
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