THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.761, 762, 763 and 764 of 2011 (Dated :15-07-2011) Company Application No.761 of 2011 M/s. Annavaram Concrete Private Limited a company incorporated under the Companies Act, 1956 having its registered office at 205 & 206, Amarchand Sharma Complex, S.P., Road, Secunderabad – 500003 represented by its Director Padmaja Patil. ……Applicant/1s t Transferor Company). Company Application No.762 of 2011 M/s.ISCO Track Sleepers Private Limited a company incorporated under the Companies Act, 1956 having its registered office at 205 & 206, Amarchand Sharma Complex, S.P., Road, Secunderabad – 500003 represented by its Director Padmaja Patil. ……….Applicant/2nd Transferor Company. Company Application No.763 of 2011 M/s.Mazda Concrete Products Private Limited a company incorporated under the Companies Act, 1956 having its registered office at 205 & 206, Amarchand Sharma Complex, S.P., Road, Secunderabad – 500003 represented by its Company Secretary – Retainer Sangeeta Varma. ……….Applicant/3rd Transferor Company. Company Application No.764 of 2011 M/s.Patil Rail Infrastructure Private Limited a company incorporated under the Companies Act, 1956 having its registered office at 205 & 206, Amarchand Sharma Complex, S.P., Road, Secunderabad – 500003 represented by its Director (Finance) Rajgopal Swami. ……….Applicant/Transferee Company. THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.761, 762, 763 and 764 of 2011 COMMON ORDER: These four applications have been filed under Sections 391 and 394 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules 1959 to dispense with the convening of the meeting of the shareholders of the respective applicant companies. More precisely M/s. Annavaram Concrete Private Limited (hereinafter referred to as the “1st Transferor Company”) is the applicant in C.A.761 of 2011, M/s.ISCO Track Sleepers Private Limited (hereinafter referred to as the “2nd Transferor Company”) is the applicant in C.A.No.762 of 2011, M/s.Mazda Concrete Products Private Limited (hereinafter referred to as the “3rd Transferor Company”) is the applicant in C.A.No.763 of 2011 and M/s.Patil Rail Infrastructure Private Limited (hereinafter referred to as the “Transferee Company”) is the applicant in C.A.No.764 of 2011. 2. The authorized share capital of the 1st Transferor Company is Rs.75,00,000/- divided into 75,000/- equity shares of Rs.100/- each. The issued, subscribed and paid up capital of the 1st Transferor Company is Rs.15,00,000/- divided into 15,000 equity shares of Rs.100/- each. 3. The main object of the 1st Transferor Company is to carry on the business of designing, developing, manufacturing, reciting, fabricating, casting, founding, re-rolling, processing, finishing commissioning, which are more fully described in Para No.5 of the Company Application No.761 of 2011. 4. The authorized share capital of the 2nd Transferor Company is Rs.9,50,00,000/- divided into 19,000/- equity shares of Rs.5,000/- each. The issued, subscribed and paid up capital of the 2nd Transferor Company is Rs.8,50,00,000/- divided into 17,000 equity shares of Rs.5,000/- each. 5. The main object of the 2nd Transferor Company is to carry on the business of manufacturers and dealers in various types of pre- fabricated concrete poles required for electric transmission lines, telephone poles, sign piles, fence posts etc. 6. The authorized share capital of the 3rd Transferor Company is Rs.6,50,00,000/- divided into 65,00,000/- equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the 3rd Transferor Company is Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each. 7. The main object of the 3rd Transferor Company is to carry on the business of manufacturing pre-stressed concrete products of any kind or every description and for every use whatsoever including mono block concrete sleepers, which are more fully described in Para No.5 of the Company Application No.763 of 2011. 8. The authorized share capital of the Transferee Company is Rs.23,00,00,000/- divided into 2,30,00,000/- equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the Transferee Company is Rs.22,40,40,000/- divided into 2,24,04,000 equity shares of Rs.10/- each. 9. The main object of the Transferee Company is to carry on the business of manufacture, import, trade and deal in pre-stressed concrete railway sleepers, rail fasteners, wooden sleepers, switches, ballastless sleepers, high tensile steels wires, which are more fully described in Para No.5 of the Company Application No.764 of 2011. 10. The Transferor and Transferee Companies are engaged in the business of pre-stressed concrete, railway sleepers, rail fasteners, wooden sleepers etc. The proposed scheme of arrangement is to achieve greater integration, greater financial strength and flexibility, which may maximize overall shareholders’ value and improve the competitive position of the combined entity. 11. In view of the advantages of the arrangement, the Board of Directors of the Transferor and Transferee Companies at their respective meetings held on 24.2.2011 have approved the scheme of arrangement with effect from 1st April 2010 subject to the approval/consent of the shareholders and confirmation by this Court. There are only two shareholders in the Transferor Companies and six shareholders in the Transferee Company. All the shareholders in the Transferor and Transferee Companies have filed their notarized affidavits giving consent for the proposed scheme of arrangement. Upon this scheme becoming effective and with effect from the appointed date, all the properties, assets, liabilities relating to the sleepers business undertaking of the Transferor Companies shall stand transferred to and vested in or deemed to be transferred and vested in the Transferee Company. Since the shareholders in all the applicant companies have given their consent by means of affidavits, there is no need to convene the meeting of the shareholders of the applicant companies. 12. Accordingly, all the Company Applications are ordered dispensing with the convening of the meeting of the shareholders of the applicant companies. _______________________________ JUSTICE B. SESHASAYANA REDDY Date: 15.7.2011 mrb