Wireless Broadband Business ... vs ..........................
2012 Latest Caselaw 7172 Del

*      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

(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

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

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

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

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

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