* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment: 14th December, 2012
+ CO.APPL.(M) 137/2012
WIRELESS BRAODBAND BUSINESS
SERVICES (HARYANA ) PVT LTD ..... Transferor
Company No. 3
Applicant
AND
WIRELESS BRAODBAND BUSINESS
SERVICES (DELHI ) PVT LTD ..... Transferor
Company No. 1
AND
WIRELESS BRAODBAND BUSINESS
SERVICES (KERALA ) PVT LTD ..... Transferor
Company No. 2
WITH
WIRELESS BRAODBAND BUSINESS
SERVICES LTD ..... Transferee
Company
Through Mr. N. Ganpathy, Adv.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion application under Sections 391 to 394 of the Companies Act, 1956 filed by Wireless Broadband Business Services C.A. (M) 137/2012 Page 1 of 7 (Haryana) Private Limited ("Transferor Company No. 3" or "Applicant Company") in respect of a Scheme of Amalgamation between Wireless Broadband Business Services (Delhi) Private Limited ("Transferor Company No. 1"); Wireless Broadband Business Services (Kerala) Private Limited ("Transferor Company No. 2") and the Applicant Company (hereinafter collectively referred to as "Transferor Companies") with Wireless Business Services Private Limited ("Transferee Company") and its respective shareholders and creditors. The Applicant Company had filed an application seeking modification to the Scheme of Amalgamation due to change in shareholding structure of the Transferor Companies. The modified Scheme was placed before me and accordingly the modified Scheme be taken on record (hereinafter referred to as "Scheme"). As per the Scheme, the Transferor Companies are proposed to be merged in the Transferee Company and a copy of the proposed scheme is enclosed as Annexure - A to the present application.
2. The registered offices of all the Transferor Companies are situated at DLF Centre, 3rd Floor, Parliament Street, New Delhi - 110001, within the jurisdiction of this Hon'ble Court. The registered office of the C.A. (M) 137/2012 Page 2 of 7 Transferee Company is situated in Mumbai, Maharashtra, within the jurisdiction of the Hon'ble High Court of Judicature at Bombay. A petition has been filed by the Transferee Company with the Hon'ble High Court of Judicature at Bombay. The Boards of Directors of all the Transferor Companies and the Transferee Company have passed resolutions approving the proposed Scheme and the said resolutions have been attached along with the present application.
3. Details with regard to the date of incorporation of the Transferor Companies and the Transferee Company and their authorized, issued, subscribed and paid up capital have been given in the present application.
4. Copies of the Memorandum and Articles of Association of the Transferor Companies and the Transferee Company have also been enclosed with the present application. The latest audited Annual Accounts of the Transferor Companies and the Transferee Company for the year ended March 31, 2011 and the unaudited Annual Accounts of the Transferor Companies and the Transferee Company for the year ended March 31, 2012 have been enclosed with the present application.
5. It is submitted that the Transferor Company and the Transferee C.A. (M) 137/2012 Page 3 of 7 Company have no proceedings under Section 235 to 251 of the Companies Act, 1956 pending against them.
6. The status of equity shareholders, secured creditors, unsecured creditors and unsecured debenture holders of the Applicant Company and the consents obtained for the proposed Scheme are as below:
Company No. of Consents No. of Consents No. of Consents No. of Consents
share- given Secured given Unsecured given Unsecured given
holders Creditors creditors debenture
holders
Applicant 2 2 NIL N.A. 3 NIL 1 1
Company
7. Consequently, a prayer has been made for dispensation of the requirement of convening a meeting of the Equity Shareholders of the Applicant Company. In view of the consent letters and board resolutions placed on record by the Applicant Company, given by all the Equity Shareholders of the Applicant Company, the meeting of the Equity Shareholders of the Applicant Company is dispensed with.
8. The Applicant Company does not have any Secured Creditors. A copy of the certificate issued by a chartered accountant showing that the Applicant Company does not have any Secured Creditors has been C.A. (M) 137/2012 Page 4 of 7 placed on record. In these circumstances, no meeting of Secured Creditors of the Applicant Company is required to be convened.
9. A prayer has been made for dispensation of the requirement of convening a meeting of the Unsecured Debenture holders of the Applicant Company. In view of the consent letter and board resolution placed on record by the Applicant Company, given by all sole Unsecured Debenture holder of the Applicant Company, the meeting of the Unsecured Debenture holders of the Applicant Company is dispensed with.
10. Consequently, I also direct that the meeting of the Unsecured Creditors of the Applicant Company to be held on January 24, 2013 at the registered office of the company at DLF Centre, 3 rd Floor, Parliament Street, New Delhi - 110001 at 12.30 A.M.
11. Mr. Har Kiran Uppal, Advocate, cell no: 9810093557 is appointed as the Chairperson and Mr. Saket Siki, Advocate, cell no: 9811133233 is appointed as the Alternate Chairperson for the meeting of the Unsecured Creditors of the Applicant Company. They would be paid fees of Rs. 50,000/- each. Mr. Romio John, cell no: 9818936519 and Mr. Sriram Prasad, cell no: 9873817858, shall provide secretarial C.A. (M) 137/2012 Page 5 of 7 assistance to the Chairperson and the Alternate Chairperson and shall be paid fees of Rs. 10,000/- each for this purpose.
12. Notices for the meeting of the Unsecured Creditors of the Applicant Company shall be published in the Delhi editions of The Statesman (English, Delhi edition) and Veer Arjun (Hindi, Delhi edition). The said notices shall be published a minimum 21 days in advance before the scheduled date of the meeting.
13. Alternately, individual notices for the proposed meeting of the Unsecured Creditors of the Applicant Company would be sent by ordinary post minimum 21 days in advance before the scheduled date of the meeting. The Chairperson shall ensure that the dispatch is made under his/her supervision or his authorized representative.
14. The Quorum for the meeting of the Unsecured Creditors of the Applicant Company is fixed as follows:
Company Unsecured Creditors
Applicant Company Number %
2 66.66
15. It is also directed that if the Quorum is not present in the meeting, then the meeting would be adjourned for 30 minutes and thereafter, the C.A. (M) 137/2012 Page 6 of 7 persons present in the meeting would be treated as proper Quorum.
16. Voting by proxy is permitted provided that the proxy in the prescribed form and duly signed by the person entitled to attend and vote in the aforesaid meeting or by his authorized representative, is filed with the company at its registered office, not later than 48 hours before the said meeting.
17. The Chairperson and the Alternate Chairperson shall file their reports within two weeks of the conclusion of the said meeting.
18. The application stands allowed in the above terms.
Order dasti.
INDERMEET KAUR, J DECEMBER 14, 2012 rb C.A. (M) 137/2012 Page 7 of 7