Indermeet Kaur, J.@mdashThis is a first motion application under Sections 391 to 394 of the Companies Act, 1956 filed by Wireless Broadband Business Services (Delhi) Private Limited (hereinafter referred to as "Transferor Company No. 1" or "Applicant Company") in respect of a Scheme of Amalgamation between the Applicant Company; Wireless Broadband Business Services (Kerala) Private Limited ("Transferor Company No. 2"); and Wireless Broadband Business Services (Haryana) Private Limited ("Transferor Company No. 3") (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. 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.
2. 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.
3. 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.
4. It is submitted that the Transferor Company and the Transferee Company have no proceedings u/s 235 to 251 of the Companies Act, 1956 pending against them.
5. 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:
6. 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.
7. 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.
8. 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 letters and board resolutions placed on record by the Applicant Company, given by all the Unsecured Debenture holders of the Applicant Company, the meeting of the Unsecured Debenture holders of the Applicant Company is dispensed with.
9. 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, 3rd Floor, Parliament Street, New Delhi - 110001 at 11.30 A.M.
10. Mr. Sanjeev Sindhwani, Advocate, cell no: 9811114562 is appointed as the Chairperson and Mr. Nikhil Rohtagi, Advocate, cell no: 9810049800 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. Gautam Aswal, cell no: 9868269810 and Mr. Jyoti Prakash, cell no: 9968266081, shall provide secretarial assistance to the Chairperson and the Alternate Chairperson and shall be paid fees of Rs. 10,000/- each for this purpose.
11. 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.
12. 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.
13. The Quorum for the meeting of the Unsecured Creditors of the Applicant Company is fixed as follows:
14. 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.
15. 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.
16. The Chairperson and the Alternate Chairperson shall file their reports within two weeks of the conclusion of the said meeting. The application stands allowed in the above terms.
Order Dasti.
