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2. The registered offices of the Applicant Companies are situated within the National Capital Territory of Delhi and are within the jurisdiction ofthis Court. C( 3. Copies of the Memorandum and Articles of Association, latest audited Annual Balance Sheets for the year ended 31st March, 2010 of both the Applicant Companies have also been enclosed with the Application. CO. APPL. (M) 124/2011 Page2ofll )

4. Boards of Directors of Applicant Companies have passed resolution approving the proposed Scheme. Copies of the Board Resolutions have also been enclosed with the Application.

5. Learned Counsel for the Applicant Companies submits that no proceeding under Sections 235 to 251 of the Act is pending against any of the Applicant Companies as on the date of the present Application.

6. According to learned counsel appeanng on behalf of the Applicant Companies, the Transferor Company IS engaged in providing mobile data based services, value added services on mobile, bulk SMS solutions (cellPush services) and mobile commerce business and the Transferee Company is engaged in the business of providing messaging products and services and Value Added Services for various media like GSM, CDMA. The cellPush Business and Mobile Value Added Services Business of the Transferor Company are similar to the existing business ofthe Transferee Company and the proposed demerger and consolidation of the same with Transferee Company will lead to enhanced operational, managerial, financial and technological efficiencies of the Group enabling the consolidated - CO APPL (M) 124/2011 Page 3 of11 entity address challenges of nsmg competitiveness. Such consolidation will lead to greater synergy m operations, a more efficient utilisation of capital and will create a stronger platform for the consolidated businesses. He further states that the proposed Scheme is beneficial to the Transferor Company, Transferee Company and their respective shareholders, creditors, employees, etc.

7. The Transferor Company has 7 (Seven) Equity Shareholders as on 15th June, 2011 all of whom have given their consent letters agreeing to the Scheme. The list of equity shareholders along with their consent letters have been enclosed with the Application. Learned counsel for the Applicant Companies submits that as shareholders holding 100% of the equity share capital have already given their consent to the Scheme, holding of meeting of Equity I ' v Shareholders may be dispensed with. In view ofthe submission made by the learned counsel, requirement of convening meeting of the Equity Shareholders ofthe Transferor Company is dispensed with.

8. The Transferor Company has 1 (One) Preference Shareholder as on 15th June, 2011 who has given its consent letter agreeing to the Scheme. The list of shareholder along with its consent letter has been CO. APPL. (M) I24/20II Page 4 ofII / T • enclosed with the Application. Learned counsel submits that as shareholder holding 100% of the preference share capital has already given its consent to the Scheme, holding of meeting of Preference Shareholder may be dispensed with. In view of the submission made by the learned counsel, requirement of convening meeting of the Preference Shareholder of Transferor Company is dispensed with.

9. The Transferor Company does not have any Secured Creditor as on 15th June, 2011. A certificate from the Chartered Accountant to this effect has been placed on record. In these circumstances, no meeting of Secured Creditor is required to be convened.

10. The Transferor Company has 75 (Seventy Five) Unsecured Creditors as on 15th June, 2011 which are trade creditors and having outstanding balance of~ 3,49,45,755.42 (Rupees Three crore forty nine lac forty five thousand seven hundred fifty five and forty two paise only). Out ofthe said creditors, the amounts of32 (Thirty Two) Unsecured entitled together to debt of~ 7,40,820.82 (Rupees Seven lac forty thousand eight hundred twenty and eighty two paise only) being 2.12% in value of the entire debt and 42.67% in number have been paid off by the Transferor Company. Of the remaining 43 (Forty CO. APPL. (M) 124/2011 Page 5 of1I I..,--r '. '-' Three) Unsecured Creditors having a total outstanding balance of ~ 3,42,04,934.60 (Rupees Three crore forty two lac four thousand nine hundred thirty four and sixty paise only), Transferor Company has obtained consent from 28 (Twenty Eight) Unsecured Creditors having a total outstanding balance ofRs. 3,39,82,874.61 (Rupees Three crore thirty nine lac eighty two thousand eight hundred seventy four and sixty one paise only) being 99.35% in value and 65.12% in number of such remaining Unsecured Creditors agreeing to the Scheme, while no response has been received from 15 (Fifteen) Unsecured Creditors entitled together to debt of~ 2,22,059.99 (Rupees Two lac twenty two thousand fifty nine and ninety nine paise only) being 0.65o/o in value and 34.88o/o in number of such remaining Unsecured Creditors of the Transferor Company. A certificate from the Chartered Accountant certifying the above facts has been placed on record. Learned counsel submits that as 99.35% in value and 65.12% in number of such remaining Unsecured Creditors have already given their consent to the Scheme, holding of meeting ofUnsecured Creditors may be dispensed with. In view of the submission made by the learned counsel, CO. APPL. (M) 124/2011 Page 6 of11 '-·.r requirement of convening meeting of the Unsecured Creditors of Transferor Company is dispensed with.

11. The Transferee Company has 18 (Eighteen) Equity Shareholders as on 15th June, 2011. Out of these shareholders, 3 (Three) Equity Shareholders constituting 16.67% in number of the total equity shareholders and 11.01% in value of the total equity share capital of the Transferee Company have filed a petition before the Company Law Board (for short 'CLB'). As per the learned counsel, the said petition is yet to be admitted by the CLB. He further submits that the proceedings under the said petition are clearly distinct and separate from the proceedings under the present application which can be initiated/continued separately before the CLB, if admitted by the CLB and that the present Application will under no circumstances prejudicially affect the rights available to such equity shareholders. It is submitted that in order to ensure that such equity shareholders get an opportunity to appear before this Court during the hearing of the second motion petition, separate notices of said petition would be sent to such equity shareholders by the Transferee Company under registered post. Petitioner further undertakes to supply a copy of the CO. APPL. (M) 12412011 Page 7 ofJ[1] second motion petition to learned counsel for the three shareholders in CLB.

12. Learned counsel for Applicant Companies submits that of the remaining 15 (Fifteen) Equity Shareholders of the Transferee Company, shareholders constituting 100% in number and value have given their consent letters agreeing to the Scheme. The list of equity shareholders along with their consent letters have been enclosed with the Application. Learned counsel further submits that as balance shareholders (excluding the three equity shareholders who have filed the petition before the CLB) have already given their consent to the Scheme, holding of meeting of Equity Shareholders may be dispensed with. In view of the submission made by the learned counsel, requirement of convening meeting of the Equity Shareholders of the Transferee Company is dispensed with.

13. The Transferee Company has 2(Two) Preference Shareholders as on 15th June, 2011 who have given their consent letters agreeing to the Scheme. The list of shareholders along with their consent letters has been enclosed with the Application. Learned counsel submits that as shareholders holding 100% of the preference share capital have CO. APPL. (M) 124/2011 Page 8 of11 • already given their consent to the Scheme, holding of meeting of Preference Shareholders may be dispensed with. In view of the submission made by the learned counsel, requirement of convening meeting of the Preference Shareholders of the Transferee Company is dispensed with.

14. The Transferee Company has 3(Three) Secured Creditors having outstanding balance of~ 21,66,127.96 (Rupees Twenty one lac v- sixty six thousand one hundred twenty seven and ninety six paise only) as on 15th June, 2011 which represent the car loan taken by the Transferee Company from banks and financial companies. The said creditors have given their consent letters agreeing to the Scheme. The list of secured creditors along with their consent letters has been enclosed with the Application. A certificate from the Chartered Accountant certifying the above facts has been placed on record. Learned counsel submits that as consent from 100% of the Secured Creditors agreeing to the Scheme has already been received, holding of meeting of Secured Creditors may be dispensed with. In view of the submission made by the learned counsel, requirement of CO. APPL. (M) 124/2011 Page 9 of11 /tO convemng meeting of the Secured Creditors of the Transferee Company is dispensed with.

15. The Transferee Company has 40 (Forty) Unsecured Creditors as on 15th June, 2011 which are trade creditors and having outstanding balance of~ 3,50,00,512.15 (Rupees Three crore fifty lac five hundred twelve and fifteen paise only). Out of the said creditors, the amounts of 2 (Two) Unsecured Creditors of Transferee Company entitled together to debt of~ 1,50,235/- (Rupees One lac fifty thousand two hundred thiliy five only) being 0.43% in value of the entire debt and 5% in number have been paid off by the Transferee Company. Of the remaining 38 (Thirty Eight) Unsecured Creditors having a total outstanding balance of~ 3,48,50,277.15 (Rupees Three crore forty eight lac fifty thousand two hundred seventy seven and fifteen paise only), the Transferee Company has obtained consent letters from 36(Thirty Six) Unsecured Creditors having a total outstanding balance of ~3,42,87,650.15 (Rupees Three crore forty two lac eighty seven thousand six hundred fifty and fifteen paise only) being 98.39% in value and 94.74% in number of such remaining Unsecured Creditors agreeing to the Scheme while no response has been received from CO. APPL. (M) 124/2011 Page 10 of11 \) 2(Two) Unsecured Creditors having a total outstanding balance of ~ 5,62,627/- (Rupees Five lac sixty two thousand six hundred twenty seven only), being 1.61o/o in value and 5.26% in number of such remaining Unsecured Creditors. A certificate from the Chartered Accountant certifying the above facts has been placed on record.

16. Learned counsel submits that as 98.39o/o in value and 94.74% in number of such remaining Unsecured Creditors have already given their consent to the Scheme, holding of meeting of Unsecured Creditors may be dispensed with. In view of the submission made by the learned counsel, requirement of convening meeting of the Unsecured Creditors ofthe Transferee Company is dispensed with.

17. The application stands allowed in above terms. \t~ t:'.:::7' MANMOHA.W,J SEPTEMBER 02, 2011 rn CO. APPL. (M) 124/2011 Page 11 ofll