Indus Towers Ltd

ORDER

09.11.2011 Co. Appl. 2199/2011 in Co. Appl.M) 140/2011 Co. Appl. 2200/2011 in Co. Appl.(M) 143/2011 Keeping in view the averments in the applications, delay in filing/ re-filing the present petitions is condoned. Accordingly, present application stands disposed of. Co. Appl.(Ml No. 140/2011 & Co. Anpl. 2198/2011 Co. Annf.(M) Nos. l4ll20ll Co. Appl.(M) No. 14212011 Co. Annl.(M) No. l43l20ll l. Today in Court, Mr. Rajiv Nayar, learned counsel for the Applicant Companies has handed over an additional affidavit on behalf of the Transferee Company. The same is taken on record.

¶2It is peninent to mention that these first motion Applications under Sections 391 to 394 of the Companies Act, 1956 (for short Act) have been filed by IWs. Vodafone Infrastructure Limited (hereinafter referred to as the 'First Transferor Company'), IWs. Bharti Infratel Ventures Limited (hereinafter referred to as the 'second Transferor Company'), lWs. Idea Cellular Towers Infrastructure Limited (hereinafter referred to as the 'Third Page 2 of I0 Co. Appl.(M) Nos.l40, I41 , 142 & 113 of 201 I Transferor Company') [Collectively as Transferor Companies] and IWs. Indus Towers Limited (hereinafter referred to as the 'Transferee Company') in respect of a Scheme of Arrangement (for short 'Scheme') amongst Transferor Companies, Transferee Company and their respective shareholders and creditors. Each of the Transferor Companies and the Transferee Company have filed separate Company Applications before this Court. The Scheme has been enclosed with each of the Applications.

¶3The registered offices of all the Applicant Companies are situated within the National Capital Territory of Delhi and are within the jurisdiction of this Court.

¶4Details with regard to the date of incorporation of the Transferor Companies and the Transferee Company, their authorized, issued, subscribed and paid up capital have been given in the present Applications.

¶5Copies of the Memorandum and Articles of Association and the latest audited Annual Accounts for the year ended 31" March, 20lI of each of the Transferor Companies and the Transferee Company have also been enclosed with the Applications. Co. Appl.(M Nos.l40, 141, 142 & 143 of 201I Page 3 of I0 t t

¶6Mr. Rajiv Nayar, learned senior counsel for the Applicant Companies submits that no proceedings under Sections 235 to 251 of the Act are pending against any of the Applicant Companies as on the date of the present Applications. 7 . The proposed scheme has been approved by the Board of Directors of all the Applicant Companies. Copies of the Board Resolutions have been filed with the Applications.

¶8The status of the shareholders, secured and unsecured creditors of the Transferor Companies and the Transferee Company and the consents obtained from them for the proposed scheme is clearly apparent from the charts given below:-

(a) First Transferor Companv No. of Share holders Consent given No. of Secured Creditors Consent given No. of Unsecured Creditors Consent given First Transferor All Nil N.A. All

¶9A prayer has been made for dispensation of the convening meetings of shareholders, secured creditors creditors of the First Transferor Company. Co. Appl.(M) Nos.l40, I4l, 142 & 113 of 201 I requirement of and unsecured Page 4 of I0 I ,

¶10In view of the written consentsA',{OC given, the requirement of convening meeting of shareholders and unsecured creditors of the First Transferor Company are dispensed with. Since the First Transferor Company has no secured creditors, the question of convening a meeting of secured creditors of the First Transferor Company does not arise.

(b) Second Transferor Companv No. of Share holders Consents given No. of Secured Creditors Consents given No. of Unsecured Creditors Consents given Second Transferor All Nit N.A. All I 1. A prayer has been made for dispensation of the requirement of convening meetings of shareholders, secured creditors and unsecured creditors of the Second Transferor Company.

¶12In view of the written consentsA{OC given, the requirement of convening meeting of shareholders and unsecured creditors of the Second Transferor Company are dispensed with. Since the Second Transferor Company has no secured creditors, the question of convening a meeting of secured creditors of the Second Transferor Company does not arise. a a Co. Appl.(M Nos.l40, I1l, 142 & 113 of 201I Page 5 of I0

(c) Third Transferor Companv No. of Share holders Consents given No. of Secured Creditors Consents given No. of Unsecured Creditors Consents given Third Transferor All Nil Not Applicable lti (in value 743s%)

¶13A prayer has been made for dispensation of the requirement of convening meetings of shareholders and unsecured creditors of the Third Transferor Company.

¶14In view of the written consentsA.,lOC given, the requirement of convening meeting of shareholders of the Third Transferor Company is dispensed with. Since the Third Transferor Company has no secured creditors, the question of convening a meeting of secured creditors of the Third Transferor Company does not arise.

¶15I direct that the meeting of the Unsecured Creditors of the Third Transferor Company shall be held on24.l2.20ll at 11.00 AM at A-26/5, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi - I lti 044.

¶16Ms. Ranjana Roy Gawai, Advocate, Cell No. 981l4l587l is appointed as the Chairperson and Mr. Krishan Kumar Sharma, Assistant Registrar, Cell No. 9717991825 is appointed as the Alternate Chairperson Co. Appl.(M) Nos.l10, I4l, 112 & 143 of 201I Page 6 of I0 t \ \ for the meeting of the Unsecured Creditors of the Third Transferor Company. They would be paid fees of Rs.40,000/- each. Mr. Krishan Pandey, Court Official, Cell No. 9711224242 and Mr. Govind Singh, Court Official, Cell No. 9911032247 shall provide secretarial assistance to the Chairperson and the Alternate Chairperson and shall be paid a fee of Rs.10,0001-each for this purpose.

(d) Transferee Companv No. of Share holders Consents given No. of Secured Creditors Consents given No. of Unsecured Creditors Consents given Transferee All l6 All 8s6 l8 (in value

98.1l%)

¶17A prayer has been made for dispensation of the requirement of convening meetings of shareholders, secured creditors and unsecured creditors of the Transferee Company.

¶18In view of the written consentsA.,lOC given, the requirement of convening meeting of shareholders of the Transferee Company is dispensed with.

¶19My attention has been drawn to clause 12.4 of the Common Loan Agreement dated 29th June, 2010 executed between the Transferee Company Co. Appl.(M Nos.l10, I1l, 142 & 143 of 201I Page 7 of I0 ta \ , and its secured creditors wherein the secured creditors have explicitly consented to the acquisition of assets by the Transferee Company from the IRU Grantor Parties, that means, the three Transferor Companies pursuant to the Transfer Process. In view of the sarne, the requirement of convening meeting of secured creditors of the Transferee Company is dispensed with.

¶20I direct that the meeting of the Unsecured Creditors of the Transferee Company shall be held on24.l2.20ll at I IAM at the registered office of the Transferee Company being Bharti Crescent, I Nelson Mandela Road, Vasant Kunj, Phase-II, New Delhi - 110 070.

¶21Mr. Syed Shahid Hussain Rizvi, Advocate, Cell No. 9810019968 is appointed as the Chairperson and Mr. Karan Bharihoke, Advocate, Cell No. 981I 464567 is appointed as the Alternate Chairperson for the meeting of the Unsecured Creditors of the Transferee Company. They would be paid fees of Rs. 40,000/- each. Mr. Nandan Singh, Court Official, Cell No. 9560556184 and Mr. Devender, Court Official Cell No. 7838565540 shall provide secretarial assistance to the Chairperson and the Alternate Chairperson and shall be paid a fee of Rs. 10,000/- each for this purpose.

¶22The Third Transferor Company and directed to publish advance notices of the Co. Appl.(M) Nos.l40, 141, 142 & 143 of 201 I the Transferee Company are meetings of their Unsecured a \\ a ? Creditors in the Indian Express (English, Delhi edition) and Jansatta (Hindi, Delhi Edition). The advertisements shall be published a minimum twenty-one days in advance before the scheduled date of the meetings.

¶23Individual notices of the proposed meetings of the Unsecured Creditors of the Third Transferor Company and the Transferee Company would be sent by ordinary post minimum twenty-one days in advance before the scheduled date of meeting. The Chairpersons will ensure that the dispatch is made under his/her supervision or his authorized representative.

¶24The Quorum for the meeting of the Unsecured Creditors of the Third Transferor Company is fixed as follows: Unsecured Creditors Third Transferor Company Number o/o l8 rti%

¶25The Quorum for the meeting of the lJnsecured Creditors of the o-Transferee Company is fixed as follows:- Unsecured Creditors Transferee Company Number % tti% Co. Appl.(M Nos.l40, I4l, 142 & 113 of 201I v O

¶26It is also directed that if the Quorum is not present in the above meetings, then the meetings would be adjourned for 30 minutes and thereafter, the persons present in the meetings would be treated as proper Quorum.

¶27Voting 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 authonzed representative, is filed with the respective Companies at their registered office, not later than 48 hours before the said meeting.

¶28The Chairpersons and the Alternate Chairpersons shall file their reports within two weeks of the conclusion of the meetings.

¶29The Applicant Companies are granted liberty to file a joint petition after the conclusion of the meetings convened by the Third Transferor Company and the Transferee Company.

¶30The Applications stand allowed in the aforesaid terms. tf Order Dastt. NOVEMBER 09, 2O1I ndis Co. Appl.(M Nos.l40, I1I, i - fv vsb 0f 142 & 143 of 20tl ilJ ilIANNTOIIffi Page I0 of I0 A. "l' ftr/aYt (w^.rt t|cf rv 'l t',f . /t' -e.l | '-l 'I ' Sb[n ev*'

.1\ 13. + 13 to 16 $-* IN THE HIGH COURT OF DELHI AT NEW DELHI co. APPL. (M) r40t20rr IN THE MATTER OF BHARTI INFRATEL VENTURES LTD. .....Applicant Through: Mr. Rajiv Nayar, Senior Advocate with Ms. Meenakshi Arora, Advocate. with 14. + co. APPL. (M) r4rl20rr IN TFIE MATTER OF VODAFONE INFRASTRUCTURE LTD. .....Applicant Through: Mr. Rajiv Nayar, Senior Advocate with Ms. Niti Dixit, Mr. Vidur Bhatia and Ms. Raunaq B. Mathur, Advocate' with co. APPL.(M) r42l20rr IN TFM MATTER OF IDEA CELLULAR TOWERS INFRASTRUCTURE LTD. ""'Applicant Through: Mr. Rajiv Nayar, Senior Advocate with Mr. Sandip Singhi' Mr. Rishi Agrawala and Mr. Rajeev Kumar, Advocates' And co. APPL.(M) r43l20rr IN THE MATTER OF INDUS TOWERS LTD. ""'APPlicant Through: Mr. Rajiv Nayar, Senior Advocate with Mr. Atul Sharma, Mr. Milanka Chaudhury and Mr. Sarojanand Jha, Advocates. ! 15. + 16. -t Y Co. Apfl.$'t) Nos.l10, 141, I42 & 143 of 201 I Page I of I0 Certify that the digital file and physical file have been compared and the digital data is as per the physical file and no page is missing. \ oh CORAM: HON'BLE MR. JUSTICE MANMOHAI\