THE HON'BLE Ms. JUSTICE G.ROHINI COMPANY APPLICATION Nos. 1501, 1502 and 1503 OF 2010 Dated: 20.12.2010 COMPANY APPLICATION No. 1501 of 2010 Between: M/s. Ramky Global Solutions Private Limited ..... Applicant COMPANY APPLICATION No. 1502 of 2010 Between: M/s. PGKM Infra Projects Limited ..... Applicant COMPANY APPLICATION No. 1503 of 2010 Between: M/s.Oxford Ayyappa Consulting Services (India) Private ..... Applicant The Court made the following : THE HON'BLE Ms. JUSTICE G.ROHINI COMPANY APPLICATION Nos. 1501, 1502 and 1503 OF 2010 COMMON ORDER : These three applications have been filed under Sections 391 and 394 of the Companies Act, 1956 (for short, ‘the Act’) with a prayer to dispense with the convening of meeting of the shareholders of the applicant companies for consideration of the proposed scheme of arrangement. The applicant in C.A.No.1501 of 2010 is M/s. Ramky Global Solutions Private Limited (hereinafter referred to as the ‘Transferor Company’). The said company was originally incorporated as a private limited company under the name and style of M/s. Ramky Infotech Private Limited on 10.07.2000 under Certificate of Incorporation No.01-34890 of 2000-2001 in the State of Andhra Pradesh. Later on the Company changed its name to Ramky Global Solutions Private Limited and after complying with necessary formalities under the Act, a fresh certificate of incorporation consequent on change of name was issued by the Registrar of Companies, Andhra Pradesh, Hyderabad on 07.08.2006. The registered office of the Transferor Company is situated at 6- 3-1089/G/10 and 11, Gulmohar Avenue, Rajbhavan Road, Somajiguda, Hyderabad, Andhra Pradesh, India-500082. The authorised share capital of the Transferor Company is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the Transferor Company is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. The main objects of the Transferor Company have been enumerated in Para No.6 of Company Application No.1501 of 2010. The applicant in C.A.No.1502 of 2010 is M/s. PGKM Infra Projects Limited (hereinafter referred to as the ‘Resulting Company’). The said company was originally incorporated as a limited company under the name and style of M/s. Narketpalli Addanki Expressway Limited on 29.12.2009 in the State of Andhra Pradesh and its Corporate Identification Number is U45200AP2009PLC066481. Later on it changed its name to PGKM Infra Projects Limited and after complying with necessary formalities under the Act and a fresh Certificate of Incorporation consequent on change of name was issued by the Registrar of Companies, Andhra Pradesh, Hyderabad on 10.09.2010. The registered office of the Resulting Company is situated at 6- 3-1089/G/10 and 11, Gulmohar Avenue, Rajbhavan Road, Somajiguda, Hyderabad, Andhra Pradesh, India-500082. The authorised share capital of the Resulting Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The main objects of the Resulting Company have been enumerated in Para No.6 of Company Application No.1502 of 2010. The applicant in C.A.No.1503 of 2010 is M/s. Oxford Ayyappa Consulting Services (India) Private (hereinafter referred to as the ‘Transferee Company’). The said company was incorporated as a private limited company under the name and style of M/s. Oxford Ayyappa Consulting Services (India) Private Limited on 26.10.2010 in the State of Andhra Pradesh under the Corporate Identity Number U74140AP2010FTC070954. The registered office of the Transferee Company is situated at 6-3-1092/D4/P15, Shanti Sikhara Apartments, Rajbhavan Road, Somajiguda, Hyderabad-500082, Andhra Pradesh, India. The authorised share capital of the Transferee Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the Transferee Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The main objects of the Transferee Company have been enumerated in Para No.6 of Company Application No.1503 of 2010. It is stated that the Transferor Company is engaged in the business of Business Process Outsourcing (BPO), call centers, customer contact centers, development and maintenance of computer software, system applications, hardware etc. Further it has proposed to set up an Industrial cum Software Development Park in Guntur and has recently decided to foray into waster management business and to this extent have made investments in certain waste management asset companies. Transferor Company now proposes to discontinue the business of Industrial Parks and focus on its waste management business and thus proposes to demerge its Industrial Park Division to PGKM. The proposed demerger would help Transferor Company to focus on its waste management business in a professional manner, further it will provide a ready access to land for developing the Industrial Parks and Software Parks to PGKM and further attract suitable investors in the business to develop and sustain the business. Oxford Ayyappa was recently incorporated on 26.10.2010 with the object of providing consulting services in waste management business, making investments in waste management businesses and undertaking waste management business. In order to provide better synergies in the business of waste management including pursuit of investments in quality waste management assets, undertaking waste management projects in a focused manner by leveraging the networking capability of the respective Boards and to focus on all the sub-verticals available in the business, Transferor Company and Oxford Ayyappa have decided to amalgamate their operations post demerger. In view of the advantages of Scheme of Arrangement, the Board of Directors of the Transferor Company, Resulting Company, Transferee Company at their respective meetings held on 11.11.2010 have approved the scheme of arrangement between the Transferor Company and the Transferee Company and Resulting Company and their respective shareholders with effect from 01.12.2010 and to do such acts and deeds as are necessary, subject to the approval/consent of the shareholders and confirmation by this Court. The salient features of the scheme of arrangement have been explained in detail in Para No.20 of Company Application No.1501 of 2010. While stating that the shareholders of the Transferor Company, Resulting Company and also the Transferee Company are interested in the scheme of arrangement and that there are only two shareholders in the Transferor Company, seven shareholders in the Resulting Company and three shareholders in the Transferee Company and all of them have given their no objection for the proposed scheme of arrangement, it is prayed in these applications to dispense with the convening of the meeting of the shareholders. It is also stated that the Transferor Company, Resulting Company as well as the Transferee Company had not availed any secured or unsecured loans. I have heard Sri V.S.Raju, learned counsel appearing for the applicants and perused the material available on record. As could be seen, the Board of Directors of all the three companies at their meeting held on 11.11.2010 approved the proposed scheme of arrangement in view of the advantages of scheme. A perusal of enclosures to the company applications further shows that there is a positive consent of the shareholders of the respective companies and all of them have given their affidavits indicating their consent to the proposed scheme of arrangement. It is also relevant to note that there are no secured or unsecured creditors. Having regard to the facts and circumstances noticed above, particularly keeping in view the consent given by all the shareholders I am of the opinion that there is no need for convening of the meeting of the shareholders of the Transferor Company, Resulting Company as well as the Transferee Company for the purpose of considering the proposed scheme of arrangement. Accordingly, all the Company Applications are allowed as prayed for and convening of the meeting of the shareholders of the applicant companies is hereby dispensed with. No costs. ___________ G. ROHINI, J Date: 20.12.2010 Ivd