Rajeswara Rao Vittanala, Member - (1.) The present Company Application bearing CA No. 134/230/HYD/2017 is filed by M/s. Pyro Holdings Private Limited (Resulting Company/Transferee Company-2 herein) , by inter-alia, seeking directions to dispense with the meeting of the equity shareholders of the Applicant / Resulting Company/Transferee Company-2.
(2.) Brief facts, leading to filing of the present Company Application, are as follows:- IMAGE 1 IMAGE 2 Image 3 Image 4 Image 6 Image 8 Image 9 i. M/s. Pyro Holdings Private Limited (Resulting Company or Transferee Company 2) was registered as a private limited company on 3rdday of November, 2006 in the then State of Andhra Pradesh. ii. The main objects of the Resulting Company or Transferee Company 2 are set out in the Memorandum of Association which are briefly as to be engaged in the business of being an investment company, investment consultants & portfolio management in all its branches and without prejudice shares, stocks, debentures, debenture stock, bonds, .obligations and securities issued or guaranteed by any company constituted or carrying on business in India or elsewhere." iii. The authorized, issued, subscribed and paid-up share capital of the Resulting Company or Transferee Company-2 as on 31st March 2016 is as under: iv. The Resulting Company or Transferee Company-2 closes its financial every year on 31 March. The audited financial statements of the Resulting Company or Transferee Company 2 as on 31 March 2016 is as under: v. M/s. Pyro BKP Telecom Consultants Private Limited (Demerged Company or Transferee Company-1) was registered as a private limited company on 21st day of May, 2008 in the then State of Andhra Pradesh. vi. The main objects of the Demerged Company or Transferee Company 1 are set out in the Memorandum of Association which are briefly to carry on in India or elsewhere the business and to act as a consultant, advisor, representative, signatory liaison, agent, service man and other similar subjects and to make feasibility studies, techno economic feasibility studies, project reports, forecasts and to run, maintain, provide, operate, manage, supervise, arrange services, facilities, conveniences, equipment of Radio frequency engineering services such 'as network audits, offer, host, provide and render off -line services including planning, designing and implementation services, internet, etc. vii. The authorized, issued, subscribed and paid-up share capital of the Demerged Company or Transferee Company 1 as on 31stMarch 2016is as under: viii. The Demerged Company or Transferee Company 1 closes its financial every year on 31 March. The audited financial statements of the Demerged Company or Transferee Company 1 as on 31 March 2016 is as under: ix. M/s. Pyro Mobile Private Limited (Transferor Company -1) was originally incorporated as a private limited company on 12th day of March, 1999 in the then State of Andhra Pradesh under the name and style of Abacus Web (India) Private Limited. The said company has changed its name to its present name i.e., Pyro Mobile Private Limited and has obtained a fresh certificate of incorporation subsequent to the change of name from Registrar of Companies, Andhra Pradesh on 13th August 2005 after complying with the necessary formalities under the Companies' Act, 1956. x. The main objects of the Transferor Company 1 are set out in the Memorandum of Association which are briefly as to carry on the business as developers of mobile networking, mobile technology and telecommunications, tool processing of imports and exports of such developed turnkey systems those include the customized installation activities as business for delivery of required software as hardware devices, otherwise termed as IT enabled service business and provide services and solutions in relation to mobile network activities based on the areas of Internet, Intranet and e commerce, etc. xi. The authorized, issued, subscribed and paid-up share capital of the Transferor Company 1 as on 31st March 2016 is as under: Image 5 xii. The Transferor Company-1 closes its financial every year on 31 March. The audited financial statements of the Transferor Company-1 as on 31 March 2016 is as under: xiii. M/s. Pyro Telecom Solutions Private Limited (Transferor Company-2) was originally incorporated as a private limited company on 15th day of May, 2002 in the then State of Andhra Pradesh under the name and style of Pyro Networks Private Limited. The said company has changed its name to its present name i.e., Pyro Telecom Solutions Private Limited and has obtained a fresh certificate of incorporation subsequent to the change of name from Registrar of Companies, Andhra Pradesh on 11thDecember 2013 after complying with the necessary formalities under the Companies' Act, 1956. xiv. The main objects of the Transferor Company-2 are set out in the Memorandum of Association which are briefly as to carry on the business as developers of networking for telecommunications tool processing of imports and exports of such developed turnkey systems. Those include the customized installation activities as business for delivery of required software as hardware devices, otherwise termed as IT enabled service business and offer, host, provide and render off-line services including planning, designing and implementation services, etc. xv. The authorized, issued, subscribed and paid-up share capital of the Transferor Company-2 as on 31st March 2016 is as under: Image 7 xvi. The Transferor Company-2 closes its financial every year on 31 March. The audited financial statements of the Transferor Company-2 as on 31 March 2016 is as under: xvii. M/s. Pyro Networks Private Limited (Transferor Company-3) was originally incorporated as a private limited company on 13th day of February, 2008 in the then State of Andhra Pradesh under the name and style of Pyro Telecommunications Private Limited. The said company has changed its name to its present name i.e., Pyro Networks Private Limited and has obtained a fresh certificate of incorporation subsequent to the change of name from Registrar of Companies, Andhra Pradesh on 3rd February 2014 after complying with the necessary formalities under the Companies Act, 1956. xviii.The main objects of the Transferor Company-3 are set out in the Memorandum of Association which are briefly to carry on the business of as developers of networking, electronic recharging and printing of postpaid and prepaid vouchers for various telecom operators in India and abroad and offer, host, provide and render offline services including planning, designing and implementation services, internet, intranet business promotion, branding, marketing, training project consultancy and establish, promote, operate run, tele communication, application and implementation of turnkey network solutions, etc. xix. The authorized, issued, subscribed and paid-up share capital of the Transferor Company-3 as on 31stMarch 2016 is as under: xx. The Transferor Company-3 closes its financial every year on 31 March. The audited financial statements of the Transferor Company 3 as on 31 March 2016 is as under: Image 10
(3.) Rationale FOR THE PROPOSED SCHEME The circumstances that have necessitated or justified the proposed composite scheme and its main benefits are inter alia, summarised as under: (i) To rationalise/simplify the group structure which would enable the management to have focused attention towards its business which would enable better growth. (ii) To achieve strengthened leadership in the industry, in terms of the consolidated asset base, consolidated revenues of the combined entity. (iii) To achieve consolidation, greater integration and financial strength and flexibility which will maximize overall shareholders' value and improve the competitive position of the combined entity. (iv) To achieve greater efficiency in cash management and unfettered access to cash flows generated by the combined entity, which can be deployed more effectively to fund organic and inorganic growth opportunities. (v) The amalgamation will result in reduction of multiplicity of entities, thereby reducing compliance cost of multiple entities viz., statutory filings, regulatory compliances, labour law/ establishment related compliances.;