IN RE: MOTORLA INDIA PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) THIS order shall dispose of objections filed in C.P. No. 145 of 2005 and the objections vide C.A. Nos. 177, 176 and 175 of 2006 in C.P. No. 7 of 2006 on behalf of United Wireless Technologies Ltd. (hereinafter referred to as 'UWTL') United Telecom Ltd. (hereinafter referred to as "UTL') and Priyaraj Electronics Limited (hereinafter referred to as 'PEL'), in respect of the Scheme of Amalgamation, collectively hereinafter referred to as the Objectors as well as the Company Petition No. 145 of 2005 and No. 7 of 2006 seeking sanction of this Court for the Scheme of Amalgamation (Annexure P.I).

(2.) C .P. No. 145 of 2005 was filed by M/s Motorola (India) Electronics Pvt. Ltd. (hereinafter referred to as the "First Transferor Company'), a Company incorporated on August 12, 1991 and having authorised share capital of Rs. 960,000,000/ - divided into 9,600,000 Equity Shares of Rs. 100/ - each and the Issued, Subscribed and Paid -up Share Capital of Rs. 950,077,700/ - divided into 9,500,777 equity shares of Rs. 100/ - each as on September 15, 2005; G.I. India Pvt. Ltd. (hereinafter referred to as the 'Second Transferor Company') incorporated on January 22, 2003, having authorised share capital of Rs. 400,000,000/ - divided into 40,000,000 equity shares of Rs. 10/ - each and Issued, Subscribed and Paid -up Share Capital as Rs. 153,195,410/ - divided into 15.319,541 Equity Shares of Rs. 10/ - each as on September 15, 2005; Force Computers Pvt. Ltd. (hereinafter referred to as the "Third Transferor Company'), originally incorporated as Smart Modular Tech India Pvt. Ltd., on June 23, 2000, having authorized share capital of Rs. 100,000,000/ - divided into 100,000 Equity Shares of Rs. 1000/ - each and the Issued Subscribed and Paid -up Share Capital of Rs. 47,158,000/ - divided into 47,158 Equity Shares of Rs. 1000/ - each as on September 15, 2005 and September 31. 2005, respectively and Winphoria Networks (India) Private Limited, (hereinafter referred to as the 'Fourth Transferor Company), incorporated as a Private Limited Company on August 30, 2000 having authorised share capital of Rs. 10.00.000/ - divided into 100.000 Equity Shares of Rs. 10/ - each and the Issued, Subscribed and Paid -up Share Capital of Rs. 696,860/ - divided into 69,686 Equity Shares of Rs. 10/ - each as on September 15, 2005, seeking amalgamation with M/s Motorola India Pvt. Ltd. (hereinafter referred to as the Transferee Company) incorporated as a Private Limited Company on January 16. 1996 having authorised share capital of Rs. 2,000,000,000/ - divided into 200,000,000/ -Equity Shares of Rs. 10/ - each and the Issued Subscribed and Paid -up Capital of Rs. 1,825,784,690/ - divided into 182,578,469 Equity Shares of Rs. 10/ - each as on September 15. 2005.

(3.) IT is pleaded that the Board of Directors of The Transferor and the Transferee Companies by resolutions passed in their respective meetings, have unanimously approved the scheme. It has further been pleaded that the aggregate assets of the Transferee Company after the coming into force of the scheme is expected to be more than sufficient to meet all the liabilities of all the Transferor Companies and the said scheme will not adversely affect the rights of any of the creditors of the petitioner Companies in any manner, whatsoever. Due provisions have been made for payment of all liabilities as and when the same fall due in ordinary course of business. The exchange ratio, of the share of the Transferor Companies for share of the Transferee Company has been fixed on a fair and reasonable basis, based on the structure of the scheme as proposed and based on the report submitted by M/s Price Waterhouse Coopers, the independent valuers. It has been further pointed out that the share holders of all the Transferor Companies in their extra -ordinary general meeting held on September 27, 2005. have passed resolutions giving their consent to the implementation of the scheme. Such resolutions have been produced on record along with an affidavit of the authorised signatory in respect of each of the Transferor Companies.