THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.1717 & 1718 of 2011 (Dated : 24-11-2011) Between: Ramboll India Private Limited (Transferor Company ) Ramboll Engineering Consultancy Services India Private Limited (Transferee Company) ....Applicants THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.1717 & 1718 of 2011 COMMON ORDER: These two applications are filed under Sections 391 to 394 of the Companies Act, 1956 to dispense with the meetings of the shareholders, secured and unsecured creditors of the applicant companies. 2. Ramboll Engineering Consultancy Services India Private Limited (hereinafter referred to as “Transferor Company”) is the applicant in Company Application No.1717 of 2011. Ramboll India Private Limited (hereinafter referred to as “Transferee Company”) is the applicant in Company Application No.1718 of 2011. 3. The Transferor Company was originally incorporated and registered under the name and style of “Ramboll Telecommunication Services India Private Limited” on 22nd December, 2005 with the Registrar of Companies, NCT of Delhi & Haryana. The registered office of the company was shifted from New Delhi in NCT of Delhi to Hyderabad in Andhra Pradesh. The company obtained certificate of incorporation from the Registrar of Companies, A.P., Hyderabad on 28-01-2010. Thereafter, the company changed its name to its present name, i.e., Ramboll Engineering Consultancy Services India Private Limited and obtained a fresh certificate of incorporation on 25-2- 2010. The Transferor company is a subsidary of Ramboll Danmark A/S which is a constituent of the Ramboll Group. The registered office of the company is situated at 4th Floor, Plot No.7, Municipal 1- 65/2/7, Kavuri Hills, Near Road No.36, Jubilee Hills, Hyderabad- 500033. 4. The main objects of the Transferor company are to manufacture, source, buy, sell, import, export or otherwise deal in towers, masts and all associated equipments, accessories, instruments related to the telecom sector, to provide consulting, project management, advisory and all other related services on a turnkey basis to vendors, operators, service providers, other players in the telecom sector including site acquisition, site design and site building etcetera. 5. The authorised share capital of the Transferor company as on 1st October 2011 is Rs.2,50,00,000/- divided into 25,00,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up share capital of the Transferor company is Rs.2,02,88,340/- divided into 20,28,834 equity shares of Rs.10/- each. 6. The Transferee company was originally incorporated and registered under the name and style of IMI Soft Engineering Private Limited” on 17th November 2006 with the Registrar of Companies, Andhra Pradesh, Hyderabad. The Transferee Company changed its name in 2008 to Ramboll IMISoft Private Limited” and obtained a fresh certificate of incorporation on 10th July 2008 from the Registrar of Companies, Andhra Pradesh. Thereafter, the Transferee Company changed its name as Ramboll India Private Limited” and obtained a fresh certificate of incorporation on 21st September, 2011 from the Registrar of Companies, Andhra Pradesh. 7. The Transferee Company is a subsidary of Ramboll Singapore Pvt. Ltd., a company incorporated under the laws of Singapore which is a constituent of the Ramboll Group. The Transferee company is currently held by Ramboll Singapore and IFU in the ratio of 80.82: 19.18. The Transferee Company is a service provider for quality inspection services, engineering design and consultancy, detailing, non-destructive testing, software development and maintenance services for telecom and power transmission tower industry all over the world. The registered office of the Transferee company is situated at Plot No.32, Kavuri Hills, Road No.36, Jubilee Hills, Hyderabad – 500 033, Andhra Pradesh. 8. The main objects of the Transferee Company are to undertake architectural and engineering and other technical consultancy services and to manufacture, source, buy, sell, import, export or otherwise deal in transmission equipment etcetera. 9. The authorised share capital of the Transferee Company is Rs.3,00,00,000/- divided into 30,00,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up share capital of the Transferee Company is Rs.2,81,52,000/- divided into 28,15,200 Equity shares of Rs.10/- each. 10. Under the proposed scheme, the Transferor Company is to be merged with the Transferee Company. 11. The Board of Directors of the Transferee and Transferor companies at their respective meeting held on 3-10-2011 approved the scheme of amalgamation. The resolutions passed by the Board of Directors approving the scheme have been filed along with the material papers. 12. There are three equity shareholders in the Transferor Company. Their consent letters have been placed on record, vide page Nos.133 to 155 of Company Application No.1717 of 2011. There are no secured creditors in the Transferor Company. There are 12 unsecured creditors in the Transferor Company. All the unsecured creditors have given their consent to the proposed scheme. Their consent letters have been annexed to Company Application No.1717 of 2011, vide page Nos.158 to 172. 13. There are two equity shareholders in the Transferee Company. Both the equity shareholders of the Transferee Company have unanimously approved the scheme. Their consent letters find place at Page Nos.135 to 146 of Company Application No.1718 of 2011. There is one secured creditor in the Transferee Company. No amount is due to the secured creditor. However, the secured creditor has given consent letter, which finds place at page Nos.151 to 154 of Company Application No.1718 of 2011. There are five unsecured creditors with total outstanding amount of Rs.45,74,306/- All the unsecured creditors have consented to the scheme. Their individual consent letters have been annexed to Company Application No.1718 of 2011, vide page Nos.155 to 162. 14. Hence these two applications to dispense with the meetings of the shareholders, secured creditors and unsecured creditors to consider the proposed scheme of amalgamation. 15. Heard learned counsel appearing for the applicants and perused the material brought on record. 16. As could be seen from the material brought on record, the shareholders, secured creditors of the Transferor company have placed on record their consent letters for the proposed scheme of amalgamation. So also, the equity shareholders, secured creditors and unsecured creditors of the Transferee Company have placed on record their consent letters for the proposed scheme of amalgamation. In view of the consent letters from the shareholders, secured and unsecured creditors, there is no need to convene their meetings. 17. Accordingly, the applications are allowed dispensing with the meetings of equity shareholders, secured creditors and unsecured creditors of the applicant companies. _____________________ B.SESHASAYANA REDDY, J Dt.24-11-2011 RAR THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.1717 & 1718 of 2011 (Dated : 24-11-2011)