printer-friendly

Sample Business Contracts

Scheme of Amalgamation - Wipro Net Ltd. and Wipro Ltd.

Sponsored Links

                             SCHEME OF AMALGAMATION
                                    BETWEEN
                               WIPRO NET LIMITED
                                      AND
                                 WIPRO LIMITED


1.  The Scheme of Amalgamation (hereinafter referred to as "the Scheme")
    provides for the amalgamation of Wipro Net Limited, having its registered
    officer at Duparc Trinity, 10th Floor, 17 M G Road, Bangalore 560 001
    (hereinafter referred to as "the Transferor Company") with Wipro Limited,
    having its registered office at Doddakannelll, Sarjapur Road, Bangalore 650
    035 (hereinafter referred to as "the Transferee Company") pursuant to the
    relevant provisions of the Companies Act, 1956, (hereinafter referred to as
    "the said Act").

2.  (a) With effect from April 1, 2001 (hereinafter called "the Appointed
    Date"] and subject to the provisions of this Scheme in relation to the mode
    of transfer and vesting, the undertaking and the entire business and all
    the movable and immovable properties, assets, investments, lease and hire
    purchase contracts, lending contracts, revisions, powers, authorities,
    allotments, approvals, consents, licences, registrations, contracts,
    engagements, arrangements, rights, titles, interests, benefits and
    advantages of whatsoever nature and wheresoever situate belonging to or in
    the ownership, power or possession and in the control of or vested in or
    granted in favour of, or enjoyed by the Transferor Company, including but
    without being limited to industrial rights of any nature whatsoever,
    liberties, patents, trade marks, designs, copyrights, import licences,
    quotas, permits, concessions, subsidies, approvals, authorisations, right
    to use and avail of telephones, telexes, facsimile connections, land
    installations, utilities, electricity and other services, reserves,
    provisions, funds, benefits of all agreements and all other interests
    [hereinafter collectively referred to as "the said assets"] shall be
    transferred to and vested in and/or deemed to be transferred and vested in
    the Transferee Company pursuant to the provisions of Section 394 of the said
    Act for all the estate, right, title and interest of the Transferor Company
    therein. PROVIDED that Board of Directors of the Transferee Company shall be
    entitled, at their discretion and as may be advised or considered fit,
    expedient or necessary, to determine the classification/reclassification and
    treatment of any or all of the Assets transferred to and vested in the
    Transferee Company pursuant to this Scheme. PROVIDED ALWAYS that the Scheme
    shall not operate to enlarge the security for any loan, deposit or facility
    created by or available to the Transferor Company which shall vest in the
    Transferee Company by virtue of the amalgamation and the Transferee Company
    shall not be obliged to create any further, or additional security
    therefore after the amalgamation has become effective or otherwise.

    (b) The transfer/vesting of the said assets, as aforesaid, shall be subject
    to existing charges/hypothecation/mortgage [if any, as may be subsisting]
    over or in respect of the said assets or any part thereof.

    (c) Notwithstanding what is stated in (a) above, it is expressly provided
    that in respect of such of the said assets as are movable in nature or are
    otherwise capable of transfer by manual delivery or by endorsement and
    delivery of the same shall be so transferred by the Transferor Company to
    the Transferee Company on a date to be decided between

<PAGE>
          the Transferor Company and the Transferee Company after the Scheme is
          duly sanctioned by the Courts.

          (d) In respect of such of the said assets other than those referred
          to in sub-para (b) above, the same shall, as more particularly
          provided in sub-clause (a) above, without any further act, instrument
          or deed, be transferred to and vested in and/or be deemed to be
          transferred and vested in the Transferee Company and vested in the
          Transferee Company as on the Appointed Date pursuant to the
          provisions of Section 394 of the Act.

          (e) The Transferee Company may, at any time after the coming into
          effect of this Scheme in accordance with the provisions hereof, if so
          required, under any law or otherwise, execute Deeds of Confirmation
          in favour of the secured creditors of the Transferor Company or in
          favour of any other party to any contract or arrangement to which the
          Transferor Company is a party or any writings as may be necessary to
          be executed in order to give formal effect to the above provisions.
          The Transferee Company shall, under the provisions of the Scheme, be
          deemed to be authorised to execute any such writings on behalf of the
          Transferor Company and to implement or carry out all such formalities
          or compliance referred to above on the part of the Transferor Company
          to be carried out or performed.

     3.   With effect from the Appointed Date, all debts, liabilities, duties
          and obligations of the Transferor Company [hereinafter referred to as
          'the said liabilities'] shall also be and stand transferred or deemed
          to be transferred, without further act, instrument or deed to the
          Transferee Company, pursuant to the provisions of Section 394 of the
          said Act so as to become as and from the Appointed Date the debts,
          liabilities, duties and obligations of the Transferor Company and
          further it shall not be necessary to obtain the consent of any third
          party or other person who is a party to any contract or arrangement
          by virtue of which such debts, liabilities, duties and obligations
          have arisen in order to give effect to the provisions of this clause.

          However, if the directors of the Transferor Company and the
          Transferee Company, so desire, all the movable assets comprised in
          the Undertaking shall not vest in the Transferee Company by virtue of
          the Court order which shall not operate as a conveyance but shall be
          transferred in the manner laid down in Clause 4 hereunder.

     4.   Transfer referred to in Clause 3 shall be carried out as follows:

               Upon the approval of the Scheme and passing of the order by the
               last of the High Courts but before the Effective Date:

a)   The investments, cash, stock-in-trade or such other tangible movable
     assets comprised in the Undertaking shall be physically handed over by
     manual delivery to the Transferee Company along with duly executed
     transfer deeds, wherever required to the end and intent that the property
     therein passes to the Transferee Company on such delivery.

b)   In respect of the movable assets other than those specified in sub-clause
     (a) above, the following modus operandi shall be followed:

          The Transferor Company shall give notice in such form as it may deem
          fit and proper to each party, debtor or depositee that pursuant to
          the Scheme the said debt, loan,
<PAGE>
     advance, etc. to the extent to which property is to pass on to the
     Transferee Company be paid or made good or held on account of the
     transferor company as the person entitled thereto. The Transferor Company
     shall give notice in such form as it may deem fit and proper to each
     party, debtor or depositee that pursuant to the Scheme the said debt,
     loan, advance, etc. to the extent to which property is to pass on to the
     Transferee Company be paid or made good or held on account of the
     Transferee Company, as the person entitled thereto. The Transferee Company
     shall also give notice in such form as it may deem fit and proper to each
     person, debtor or depositee that pursuant to the Scheme the said person,
     debtor or depositee should pay the debt, loan or advance or make good the
     same or hold the same to its account and that the right of the Transferee
     Company to recover or realise the same is in substitution of the right of
     the Transferor Company.

     c) The logos, designs, drawings, specifications, documents, patents and
     such other intellectual property rights whether registered or not under any
     law in force in the name of the Transferor Company shall be physically
     handed over by manual delivery to the Transferee Company to the end and
     intent that the property therein passes to the Transferee Company upon such
     delivery and that in respect of the registered intangible assets and
     intellectual property rights, such as brands, trademarks, logos, patents,
     etc. the Transferor Company shall do and carry out all such acts and
     perform such deeds including but not limited to filing of applications
     and/or petitions before the relevant registering authorities under the
     applicable laws, to the end and intent of effectively transferring the
     ownership and registration of such intangible assets in favour of the
     Transferee Company.

5.   This Scheme, through effective from the appointed date shall be operative
     from the last of the following dates or such other dates as the Court may
     direct, namely:

          (a)  the date on which the last of all the consents, approvals,
               permissions, resolutions, sanctions and orders as are
               hereinafter referred to have been obtained or passed; and

          (b)  the date on which certified copies of the Order of the Court
               under Section 391, 392 and 394 of the said Act are filed with
               the Registrar of Companies, and such date shall be hereinafter
               referred to as 'the Effective Date'.

6.   With effect from the appointed Date up to the date on which this Scheme
     finally takes effect (viz the Effective Date)-

          (a)  the Transferor company shall carry on and be deemed to have
               carried on all its business and activities and shall be deemed
               to have held and stood possessed of and shall hold and stand
               possessed of all the said assets for and on account of and in
               trust for the Transferee Company;

          (b)  all the profits or incomes accruing or arising to the
               Transferor Company or expenditure or losses arising or incurred
               by the Transferor Company shall for all purposes be treated and
               be deemed to be and accrue as the profits or incomes or
               expenditure or losses of the Transferee company, as the case may
               be;

          (c)  the Transferor Company shall carry on its business activities
               with reasonable diligence, business prudence and shall not
               alienate, charge, mortgage, encumber or otherwise deal with the
               said assets or any part thereof except in the ordinary course
               of business or with the prior consent of the Transferee Company

<PAGE>
          or pursuant to any pre-existing obligation undertaken by the
          Transferor Company prior to the Appointed Date.

     (d)  The Reserves and Surplus, if any, of the Transferor Company shall
          become part of the Reserves and Surplus of the Transferee Company, to
          the end and intent that the book value of the Assets of the Transferor
          Company on the Appointed Day shall be the values at which the Assets
          shall be transferred to and be vested in the Transferee Company
          subject to the provisions of and in accordance with the Scheme.

7.   All suits, actions and proceedings by or against the Transferor Company
     pending and/or arising on or before the effective Date shall be continued
     and be enforced by or against the Transferee Company as effectively as if
     the same had been pending and/or arising against the Transferee Company.

8.   Consequent upon this Scheme becoming effective, the Directors of the
     Transferor Company shall cease to be the Directors of the Transferor
     Company.

9.   Subject to the provisions of this Scheme all contracts, deeds, bonds,
     agreements, arrangements and other instruments of whatsoever nature to
     which the Transferor Company is party or to the benefit or which the
     Transferor Company may be eligible, and which are subsisting or having
     effect immediately before the Effective Date, shall be in full force and
     effect against or in favour of the Transferee Company, as the case may be,
     and may be enforced by or against the Transferee Company as fully and
     effectually as if, instead of the Transferor Company, the Transferee
     Company had been a party or beneficiary thereto. The Transferee Company
     shall enter into any Tripartite Arrangements, confirmations or novations to
     which the Transferor Company will, if necessary, also be a party in order
     to give formal effect to the provisions of this Clause, if so required or
     becomes necessary.

10.  The transfer of the said assets and the said liabilities of the Transferor
     Company to the Transferee Company and the continuance of all the contracts
     or proceedings by or against the Transferee Company shall not affect any
     contract or proceedings relating to the said assets or the said liabilities
     already concluded by the Transferor Company on or after the Appointed Date.

     (a)  As per the last audited balance sheet of the Transferor Company for
          the year ended March 31, 2001, the authorised share capital of the
          Transferor Company was Rs.280,000,000 divided into 28,000,000 equity
          shares of Rs.10/- each: the issued, subscribed and paid up share
          capital was Rs.223,923,120/- divided into 22,392,312 equity shares of
          Rs.10/- each.

     (b)  As per the last audited balance sheet of the Transferee Company for
          the year ended March 31, 2001, the authorised share capital of the
          Transferee Company was Rs.1,000,000,000 divided into 375,000,000
          equity shares of Rs.2/- each and 25,000,000 preference shares of
          Rs.10/- each and issued, subscribed and paid up share capital was
          Rs.464,866,038 dividend into 232,433,019 equity shares of Rs2/- each.

11.  Upon the Scheme becoming finally effective the entire paid up share capital
     in the Transferor Company comprising 22,392,312 equity shares of Rs.10/-
     each held by the Transferee Company as well as for and on behalf of the
     Transferee Company and its nominees in the Transferor Company shall stand
     cancelled and extinguished.
<PAGE>
          (a) the Transferor Company shall be entitled to declare and pay
              dividend to its shareholders for any financial year or any period
              prior to the Effective Date. The Transferor Company shall have the
              right to declare dividend after the Appointed Date subject,
              however, to the prior written approval of the Board of Directors
              of the Transferee Company.

          (b) It is clarified that the aforesaid provision in respect of
              declaration of dividends are enabling provisions only and shall
              not be deemed to confer any right on any member of the Transferor
              Company and the Transferee Company to demand or claim any
              dividends which, subject to the provisions of the said Act, shall
              be entirely at the discretion of the Board of Directors and
              approval of the shareholders of the respective Companies.

12. (a) All employees of the Transferor Company in service on the date
    immediately preceding the date on which this Scheme finally takes effect
    i.e. the Effective Date, shall become the employees of the Transferee
    Company on such date without any break or interruption in service and on the
    terms and conditions not less favourable than those subsisting with
    reference to the Transferor Company as on the said date.

    (b) It is expressly provided, that as far as the Provident Fund, Gratuity
    Fund, Superannuation Fund or any other special Fund created or existing for
    the benefit of the employees of the Transferor Company are concerned, upon
    the Scheme becoming finally effective, the Transferee Company shall, stand
    substituted for the Transferor Company for all purposes whatsoever related
    to the administration or operation of such Schemes or Funds or in relation
    to the obligation to make contributions to the said Funds in accordance with
    provisions of such Schemes or Funds as per the terms provided in the
    respective Trust deeds. It is to this end and intent that all the rights,
    duties, powers and obligations of the Transferor Company in relation to such
    Funds shall become those of the Transferee Company. It is clarified that the
    services of the employees of the Transferor Company will be treated as
    having been continuous for the purposes of the aforesaid Funds or
    provisions.

13. As on the Effective Date, the Transferor Company shall stand dissolved
    without winding-up.

14. The Transferor Company and the Transferee Company hereto shall, with all
    reasonable despatch, make applications/petitions under Sections 391 and 394
    and other applicable provisions of the said Act to the High Court of
    Kamataka at Bangalore for sanctioning the Scheme and for dissolution of the
    Transferor Company without winding up under the provisions of law.

15. The Transferor Company (by its Directors) and the Transferee Company (by its
    Directors) may assent from time to time on behalf of all persons concerned
    to any modifications or amendments of this Scheme or of any conditions or
    limitations which the Court and/or any other authorities under law may deem
    fit to approve of or impose and to resolve all doubts or difficulties that
    may arise for carrying out the Scheme and to do and execute all acts, deeds,
    matters and things necessary for putting the Scheme into effect.

16. For the purpose of giving effect to this Scheme or to any modifications or
    amendments thereof, the Directors of the Transferee Company may give and are
    authorised to give all

<PAGE>
        such directions as are necessary including directions for setting any
        question of doubt or difficulty that may arise.

      17. This Scheme is specifically conditional upon and subject to:

    (a) the approval of and agreement to the Scheme by the requisite majorities
        of such classes of persons of the Transferor Company and the Transferee
        Company as may be directed by the High Court of Kamataka at Bangalore on
        the applications made for directions under Section 391 of the said Act;

    (b) the sanction of the High Court of Kamataka at Bangalore being obtained
        under Sections 391 and 394 of the said Act in favour of the Transferor
        Company and the Transferee Company and to the necessary Order or Orders
        under Section 394 of the said Act, being obtained.

    (c) any other sanction or approval of the Appropriate Authorities concerned,
        as may be considered necessary and appropriate by the respective Boards
        of Directors of the Transferor Company and the Transferee Company, being
        obtained and granted in respect of any of the matters for which such
        sanction or approval is required.

      18. In the event of any of the said sanctions and approvals not being
          obtained and/or the scheme not being sanctioned by the High Court
          and/or the Order or Orders not being passed, as aforesaid, on or
          before September 30th 2001 or within such further period or periods,
          as may be agreed upon between the Transferor Company and the
          Transferee Company through their respective Boards of Directors, the
          Scheme of Amalgamation shall become null and void and each party shall
          bear and pay its respective costs, charges and expenses for and/or in
          connection with the Scheme.

      19. (a) The Transferor Company and the Transferee Company shall with
          reasonable despatch make applications to the High Court of Kamataka at
          Bangalore under Section 391 of the said Act seeking orders for
          convening and holding of the meetings of their respective equity
          shareholders and creditors, to be called, held and conducted in such
          manner as the Hon'ble High Court may direct and to consider and if
          thought fit to approve with or without modification of this Scheme.

          (b) On this Scheme being agreed to by the requisite majorities of the
          members and if necessary creditors of the Transferor Company and of
          the Transferee Company, the Transferor Company and the Transferee
          Company shall, with reasonable despatch apply to the High Court of
          Kamataka at Bangalore for sanctioning the Scheme of Amalgamation under
          Sections 391 and 394 of the Companies Act, 1956 and for such other
          Order, or Orders, as the Court may deem fit for carrying this Scheme
          into effect and for dissolution of the Transferor Company without
          winding up.

      20. All costs, charges and expenses of the Transferor Company and the
          Transferee Company respectively in relation to or in connection with
          this Scheme and of and incidental to the completion of the
          amalgamation of the said undertaking of the Transferor Company in
          pursuance of the Scheme shall, except as specifically provided herein,
          be borne and paid by the Transferee Company.