Company Petition No. 1 of 2010 · High Court · 2010

Order

This Company Petition has been taken out by M/s.Wireless TT Info Services Limited (hereafter referred to as ‘the transferee company’) under Sections 391 and 394 of the Companies Act, 1956, seeking sanction of the Scheme of Arrangement between the petitioner-transferee company and M/s.Quippo Telecom Infrastructure Limited (hereinafter referred to as ‘the transferor company’).

2. M/s. Wireless TT Info Services Limited-the transferee company incorporated on 22.03.2004 under the provisions of Companies Act, 1956 under the name and style of ‘Tata Tele Info Limited’. Later on, the name of the company was changed to Wireless TT Info Services Limited after complying with the requirements of Companies Act, 1956 and obtained fresh certificate of incorporation on

31.03.2005. The authorized share capital of the transferee company as on 31.03.2009 was Rs.1,000 Crores divided into 81 crores of equity shares of Rs.10/- each and 19 crores of unclassified shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.461.30 Crores divided into 46,13,01,250 equity shares of Rs.10 each fully paid up (vide facts sheet dated 03.06.2010).

3. The main objects of the transferee company are to carry on the business of developing, producing, making, rendering, generating, providing content, information and/or data services in any Indian or foreign language including but not limited to ring tones, graphics, logos, jokes, love bytes, picture messages, short messaging services (SMS), wap, java, brew and any other value added services that can be delivered over the wireline and/or wireless systems or by a combination of wireline and/or wireless the subscribers of telecommunication services etc.,

4. M/s.Quippo Telecom Infrastructure Limited-the transferor company was originally incorporated on the 01.07.2005 under the provisions of the Companies Act, 1956, under the name and style of ‘Quipo Telecom Infrastructure Limited’. Later on, the name of the transferor company was changed to ‘Quippo Telecom Infrastructure Limited’ on 19.02.2008. The authorized share capital of the transferor company as on 30.09.2008 was Rs.2,25,00,00,000/- divided into 22,50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital as on 30.09.2008 was Rs.1,55,05,60,000/- divided into 15,50,56,000 equity shares of Rs.10/- each.

5. The main objects of the transferor company are detailed in para.10 of the petition. The transferor company/merger company is presently engaged in the business of equipment rental and provides high value, multi-purpose and specialized infrastructure equipment along with value added services such as trained manpower and operation and maintenance. The transferee company is in the business of providing Passive Telecom Infrastructure Services to telecom and other service providers. According to the petitioner, the scheme of arrangement provides for the demerger of the Passive Telecom Infrastructure Undertaking of the transferor company into resulting company pursuant to the provisions of Sections 391 and 394 and other applicable provisions of the Companies Act, 1956. The proposed scheme of arrangement by demerging the Passive Telecom Infrastructure Undertaking to the transferee company will enable the two companies to consolidate their business operations and provide significant impetus to their growth in the form of enhanced scale of operations leading to increased asset base, stronger consolidated revenue and profitability and optimum utilization of various resources. The advantages of the scheme of arrangement have been morefully detailed in para.12 of the petition. The Board of Directors of the transferor company at their meeting held on 25.04.2009 and the transferee company at their meeting held on 14.08.2009 approved the scheme of arrangement between the transferor company and the transferee company with effect from 01.04.2009 subject to the

approval/consent of the shareholders and confirmation by this Court.

6. As per orders dated 13.10.2009 passed in Company Application Nos.1093, 1094 and 1095 of 2009, Chairpersons came to be appointed to convene the meeting of the shareholders, secured creditors and unsecured creditors of transferee company. Accordingly, the Chairpersons appointed by this Court conducted the meetings of the shareholders, secured and unsecured creditors of the transferee company on 27.11.2009 at 10.00 A.M., 11.00 A.M. and

12.00 noon respectively and filed their reports on 15.12.2009. All the shareholders, secured and unsecured creditors of the transferee company attended the meeting on the respective dates accorded approval for sanction of scheme of arrangement. Hence, this Company Petition by the transferee company seeking the prayer stated supra.

7. This Company Petition came to be admitted on 18.01.2010 and the petitioner was directed to take out notice of hearing of the company petition by publishing the same in ‘ANDHRA JYOTHI’ (Telugu daily), and ‘THE HINDU’ (English daily), Hyderabad editions, fixing the date of hearing as 22.02.2010. Accordingly, the petitioner took out publication and filed proof of publication. The petitioner also took out notice to the Regional Director, Ministry of Corporate Affairs, Chennai and Registrar of Companies, Andhra Pradesh, Hyderabad.

8. As on this day, no objections have been received from any quarter opposing the scheme of arrangement. The Registrar of Companies filed his affidavit dated 27.04.2010. The only objection raised by the Registrar of Companies, A.P., Hyderabad, is that the proposed scheme of arrangement has to get the approval of the High Court of Delhi, as the transferor company/demerger company is situated at Delhi.

9. Heard learned counsel appearing for the petitioner and learned Assistant Solicitor General representing the Registrar of Companies.

10. Learned counsel appearing for the petitioner submits that the transferor company approached the High Court of Delhi by filing C.P.No.479 of 2009 and got approval of the proposed scheme. Copy of the order passed by the High Court of Delhi in C.P.No.439 of 2009 has been placed on record.

11. In view of the approval accorded by the shareholders, secured and unsecured creditors of the transferee company to the proposed scheme of arrangement and there being no surviving objections by the Registrar of Companies, A.P., Hyderabad, I do not see any impediment in according sanction to the scheme of arrangement.

12. Accordingly, the Company Petition is allowed and sanction is hereby accorded for the scheme of arrangement. The parties to the scheme or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to working of the scheme; and the petitioner company shall pay costs of the petition at Rs.5,000/- to the Assistant Solicitor General. The petitioner Company do file with the Registrar of Companies a certified copy of the order within 30 days from today. _____________________ B.SESHASAYANA REDDY, J Date:03rd June, 2010. THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.1 of 2010 Dated:03rd June, 2010