In the Matter of Idea Mobile Commerce Services Limited

R. K. GAUBA, J. OCTOBER 03, 2016

* IN THE HIGH COURT OF DELHI AT NEW DELHI Reserved on: 19th September, 2016 Pronounced on: 3rd October, 2016 + CO.APPL. (M) 129/2016 IN THE MATTER OF: IDEA MOBILE COMMERCE SERVICES LIMITED ………Applicant /Transferor Company AND ADITYA BIRLA IDEA PAYMENTS BANK LIMITED ……..Non-Applicant /Transferee Company Through: Mr. Rajiv Nayar, Senior Advocate with Mr. Sandeep Singh, Adv., Mr. Mahesh Agarwal, Adv. & Mr. Rajeev Kumar, Adv. CORAM: HON'BLE MR. JUSTICE R. K. GAUBA 1. This is a first motion application filed under Sections 391 and 394 of the Companies Act, 1956 read with rules 6 and 9 of the Companies (Court) Rules, 1959 by the applicant company seeking directions of this Court to dispense with the requirement of convening and holding a meeting of the equity shareholders and unsecured creditors of the Transferor company to consider and approve, with or without modifications, the proposed Scheme of Amalgamation of Idea Mobile Commerce Services Limited (hereinafter referred to as the applicant/Transferor company) with Aditya Birla Idea Payments Bank Limited (hereinafter referred to as non-applicant/ Transferee company) and further to dispense with the requirement of the Transferee Company from approaching this Court or to initiate separate proceedings under sections 391 and 394 of the Companies Act, 1956 for seeking sanction of the Scheme of Amalgamation. 2. The registered offices of the Transferor Company is situated at New Delhi, within the jurisdiction of this Court. 3. The Transferor company was originally incorporated under the Companies Act, 1956 on 19th October, 2007 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Carlos Towers Limited. Subsequently, the name of the said company was changed to Idea Mobile Commerce Services Limited and a fresh Certificate of Incorporation consequent upon change of name was issued on 4th February, 2011 by the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. 4. The present authorized share capital of the Transferor company is Rs.1,00,00,00,000/- divided into 10,00,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.90,00,00,000/- divided into 9,00,00,000 equity shares of Rs.10/- each. 6. The Transferee Company was originally incorporated under the Companies Act, 1956 on 19th day of February, 2016 with the Registrar of Companies, Maharashtra under the name and style Aditya Birla Idea Payments Bank Limited. 7. The copies of the Memorandum and Articles of Association of the Transferor (Annexure B) and Transferee companies (Annexure O) have been filed and are on record. The audited balance sheet, as on 31.03.2016 of the Transferor Company (Annexure C) along with the reports of the auditors and the unaudited balance sheet as on 31.03.2016 and 31.07.2016 of the Transferee company (Annexure P&Q), have also been filed. 12. A copy of the Scheme of Amalgamation (Annexure A) has been filed and the salient features thereof set out in detail in the application and supported by the accompanying affidavit. 13. The status of the shareholders, secured and unsecured creditors of the Transferor company are declared in the application and supported by documents filed therewith may be tabulated as under: Company No. of Shareholders (as per list Vide Annexure Mentioned in the Parenthesis) Consent given to the Scheme With reference To annexure To petition No. of secured Creditors Consent given to the Scheme With reference To annexure To petition No. of Unsecured creditors Consent given to The Scheme Transferor Company (Annexure F) All (Annexure G) Nil NA (Annexure I) NIL 14. As per the valuation report of the Chartered Accountant (Annexure W) on the issue of the share exchange ratio, the application states and the Scheme of amalgamation provides that 1,16,522 (One Lakh Sixteen Thousand Five Hundred and Twenty Two) equity shares of ABIPBL of Rs.10/- each fully paid up shall be issued for every 1,00,000 (O