Rajeswara Rao Vittanala, Member - (1.) The present Company Application bearing CA(CAA) No. 39/230/HDB/2017, is filed by Syniverse Clearing House India Private Limited (Transferor Company No. 1) along with Syniverses Teledata Systems Private Limited (Transferor Company No. 2); Syniverse Mobile Solutions Private Limited (Transferor Company No. 3) and Syniverse Technologies Services (India) Private Limited (Transferee Company), under Sections 230 read with 232 and other applicable provisions of the Companies Act, 2013, by inter-alia seeking an order to dispense with the meetings of Equity Shareholders and Creditors for consideration of the Scheme of Amalgamation between the Transferor Companies Nos. 1 to 3 and Transferee Company as envisaged under the said Scheme with consequential relief.
(2.) Brief facts leading to the tiling of present case are as follows: I) In respect of 1st Applicant/Transferor Company No. 1: (a) Syniverse Clearing House India Private Limited, the Transferor Company No. 1, was incorporated as a Private Limited Company on 25.02.2014, under the Companies Act, 1956 having its Registered Office situated at 9th Floor, ILabs Centre, Plot No. 18, Software Units Layout, Madhapur, Hyderabad-500081. (b) The Authorised, issued, subscribed and paid up share capital as on 31.03.2016 is detailed below: (c) The main objects of Company as set out in its Memorandum, in brief, are to carry on in India or abroad the business of a clearing house for domestic network operators and international roaming partners and engage in activities such as providing data clearing services between cellular network operators; financial clearing services involving production of correct outgoing original invoices, reconciliation of incoming invoices, multiple payment terms and multiple payment methods, software services to allow effective transfer of roamer call data and to facilitate cost effective financial clearing between cellular network operators in India, fraud detection services involving the production of reports alerting visited networks in respect of huge usage levels, training cellular network operators staff on technical and other related issues, conversion and reconciliation between different billing formats and transmission methods. II) In respect of 2nd Applicant/Transferor Company No. 2: (a) Syniverse Teledata Systems Private Limited, the Transferor Company No. 2, was incorporated as a Private Limited Company on 03.07.2001, under the Companies Act, 1956 having its Registered Office situated at 9th Floor, ILabs Centre, Plot No. 18, Software Units Layout, Madhapur, Hyderabad-500081. (b) The Authorised, issued, subscribed and paid up share capital as on 31.03.2016 is detailed below: (c) The main objects of Company, as set out in its Memorandum, in brief, are to carry on in India or abroad the business of a clearing house for domestic network operators and international roaming partners and engage in activities such as providing data clearing services between cellular network operators; financial clearing services involving production of correct outgoing original invoices, reconciliation of incoming invoices, multiple payment terms and multiple payment methods, software services to allow effective transfer of roamer call data and to facilitate cost effective financial clearing between cellular network operators in India, fraud detection services involving the production of reports alerting visited networks in respect of huge usage levels, training cellular network operators staff on technical and other related issues, conversion and reconciliation between different billing formats and transmission methods. III) In respect of 3rd Applicant/Transferor Company No. 3: (a) Syniverse Mobile Solutions Private Limited, the Transferor Company No. 3, was incorporated as a Private Limited Company on 18.04.2001, under the Companies Act, 1956 having its Registered Office situated at 9th Floor, ILabs Centre, Plot No. 18, Software Units Layout, Madhapur, Hyderabad-500081. (b) The Authorised, issued, subscribed and paid up share capital as on 31.03.2016 is detailed below: Subsequent to the above date and till date of filing the Scheme, there has been no change in the issue, subscribed and paid up capital of the First Applicant Company. (c) The main objects of Company as set out in its Memorandum, in brief, are to provide in any part of the world in the service of a clearing house for domestic network operators and international roaming partners and engage in activities such as providing data clearing services between cellular network operators; financial clearing services involving production of correct outgoing original invoices, reconciliation of incoming invoices, multiple payment terms and multiple payment methods, software services to allow effective transfer of roamer call data and to facilitate cost effective financial clearing between cellular network operators in India, fraud detection services involving the production of reports alerting visited networks in respect of huge usage levels, training cellular network operators staff on technical and other related issues, conversion and reconciliation between different billing formats and transmission methods. IV) In respect of 4th Applicant/Transferee Company: (a) Syniverse Technologies Services (India) Private Limited, the Transferee Company, was incorporated as a Private Limited Company on 03.06.2009, under the Companies Act, 1956 having its Registered Office situated at 9th Floor, ILabs Centre, Plot No. 18, Software Units Layout, Madhapur, Hyderabad-500081. (b) The Authorised, issued, subscribed and paid up share capital as on 31.03.2016 is detailed below: (c) The main objects of the Company as set out in its Memorandum, in brief, are to provide telecommunication products and services to carriers/operators of telecommunication networks in India and abroad, to provide software and hardware products, solutions and services to telecom service providers for mobile roaming, validating and transmitting billing data between mobile operators, service bureau services near real time roaming data exchange services, financial clearing house services and other allied services, to provide end-to-end fully integrated suite of services to telecom service providers, including inter-carrier communication services, to provide technology interoperability services including processing of multiple services such as voice and data services to wireless carriers and cellular operators across all network signalling, billing and messaging standards, to provide network services, including providing end use connectivity to all widely used communication networks to enable the setup and delivery of wireless and fixed line telephone calls, to provide telecommunication carriers comprehensive call processing services by using advanced technologies to provide subscriber verification, call delivery and technical fraud detection and prevention regardless of switch type, billing format or signalling standard and other network related services.
(3.) The Applicant Companies propose the Scheme of Amalgamation for the following reasons: (i) Emergence of a fully integrated single entity positioned to provide more extensive and integrated technology and business services in the telecommunications sector. (ii) The benefit of consolidation of financial resources, managerial, technical and marketing expertise of each of the Transferor Companies and the Transferee Company shall be available to the amalgamated entity. (iii) The amalgamation would result in enhanced potential for increase in revenues and profits over time for the amalgamated entity and its members. The amalgamation would provide synergistic linkages besides economies in costs and other benefits resulting from the economies of scale, by combining the businesses and operations of the Transferor Companies and the Transferee Company and thus contribute to the profitability over time of the amalgamated entity by rationalization of management and administrative structure.;