Disposed

Wireless Broadbond Business Services Privite Limted v. -

Bombay HC28 Sept 2012CSD/683/2012

Case brief

AI extract

What is this about?

The High Court of Bombay dispensed with the need to convene meetings for shareholders, creditors, and debenture holders regarding a proposed scheme of amalgamation due to received consents from all parties involved.

What did the court decide?

Convening of meetings of shareholders, creditors, and debenture holders for the proposed scheme of amalgamation is dispensed with.

Wireless Broadbond Business Services Privite Limted Vs - — Company and Corporate | Bombay HC (2012)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SUMMONS FOR DIRECTION No. 683 OF 2012

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In the matter of:

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The Companies Act, 1956

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AND

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In the matter of:

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Sections 391 to 394 of the Companies Act, 1956

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AND

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In the matter of:

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The Scheme of Amalgamation

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between

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Wireless Broadband Business Services (Delhi) Private Limited

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(“ Transferor Company No. 1 ”) And

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Wireless Broadband Business Services (Kerala) Private (“ Transferor Company No. 2 ”) And Wireless Broadband Business Services (Haryana) Private Limited (“ Transferor Company No. 3 ”)

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With

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Wireless Business Services Private Limited (“ Transferee Company ” and their respective shareholders

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Wireless Business Services ) Private Limited, a company ) incorporated under the provisions ) of the Companies Act, 1956 ) having its registered office at Unit ) No. 1102, 11th Floor Platina, Plot ) No. C-59, G Block, Bandra Kurla ) Complex, Bandra (East) Mumbai ) …. Applicant Company

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CALLED FOR DIRECTIONS

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Mr. Sharan Jagtiani along with Mr. Molla Hasan i/b AZB & Partners, Advocates for the Applicant Company

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Coram: - Anoop V. Mohta, J.

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Dated: - 28^th September, 2012

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MINUTES OF ORDER

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UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Sharan Jagtiani along with Mr. Molla Hasan instructed by AZB & PARTNERS, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 8^th May, 2012 of Mr. Parag Kar, the Director of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED :

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That convening and holding of the meeting of the Equity Shareholders of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of

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Wireless Broadband Business Services (Delhi) Private Limited, Wireless Broadband Business Services (Kerala) Private Limited and Wireless Broadband Business Services (Haryana) Private Limited with Wireless Business Services Private Limited and their respective shareholders, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “P-1” to “P-3” to the Affidavit in Support of the Summons for Direction.

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That there are no Secured Creditors in the Applicant Company, as stated in paragraph 30 of the Affidavit in Support of the Summons for Direction. Hence the question of convening and holding meeting of Secured Creditors does not arise.

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That convening and holding of the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Wireless Broadband Business Services (Delhi) Private Limited, Wireless Broadband Business Services (Kerala) Private Limited and Wireless Broadband Business Services (Haryana) Private Limited with Wireless Business Services Private Limited and their respective shareholders, is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits “R-1” to “R-6” to the Affidavit in Support of the Summons for Direction.

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That the Applicant Company had moved an amendment application as the Applicant Company has issued Unsecured Debentures and has obtained the consents from all such Unsecured Debenture Holders and this Hon’ble Court vide its

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order dated September 6, 2012 has allowed the amendment. In view thereof, the convening and holding of the meeting of the Unsecured Debenture Holders of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Wireless Broadband Business Services (Delhi) Private Limited, Wireless Broadband Business Services (Kerala) Private Limited and Wireless Broadband Business Services (Haryana) Private Limited with Wireless Business Services Private Limited and their respective shareholders, is dispensed with as consents have been given by all the Unsecured Debenture Holders of the Applicant Company, which are annexed as Exhibits “T-1” to “T-3” to the Affidavit in Support of the Summons for Direction.

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That in view of the amendments granted by this Hon’ble Court vide its order dated September 6, 2012, Clause 5.3 has been added to the Scheme of Amalgamation in respect of treatment of redeemable shares that may be issued by the Transferor Companies. The registered office of each of the Transferor Companies is situated in New Delhi and all the Transferor Companies have filed necessary applications before the Hon’ble Delhi High Court. The Learned Counsel for the Applicant Company undertakes that if any of the Transferor Companies issue any such redeemable preference shares prior to the Effective Date, the Transferor Companies shall follow the appropriate procedures as may be directed by the Hon’ble Delhi High Court with respect to the treatment of redeemable shares. The undertaking is accepted.

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(Anoop V. Mohta, J)

Wireless Broadbond Business Services Privite Limted v. -

Case brief

What is this about?

What did the court decide?

Wireless Broadbond Business Services Privite Limted v. -

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

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