Rajeswara Rao Vittanala, Member - (1.) The present Company Application bearing CA(CAA) No. 35/230/HDB/2017 is filed by M/s. Virtusa Software Services Private Limited and two others, under Section 232 read with Section 230 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 by seeking the following reliefs: i. In case of the 1st Applicant/Transferor Company 1: to dispense with the meetings of the Equity Shareholders and Secured Creditors of the 1st Applicant/Transferor Company 1. ii. In case of the 2ndApplicant/Transferor Company 2: to dispense with the meetings of the Equity Shareholders and Secured Creditors of the 2nd Applicant/Transferor Company 2. iii. In case of the 3rd Applicant/Transferee Company: to dispense with the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the 3rd Applicant/Transferee Company.
(2.) Brief facts, which are relevant to issue in question, are as follows: a) M/s. Virtusa Software Services Private Limited (hereafter referred to as "1st Applicant/Transferor Company-1") was incorporated as a private limited company on 25th March, 2008 in the then State of Andhra Pradesh under the Companies Act, 1956. The Registered office of the 1st Applicant/Transferor Company-1 is situated at Survey No. 115/Part, Plot No. 10, Nanakramguda Village, Serilingampally, Hyderabad - 500008, Telangana, India. b) The main objects of the 1st Applicant/Transferor Company-1 are set out in the Memorandum of Association which are briefly as under:- i. "To undertake development and/or trade in sale, import, Export of Computer Software and all varieties of Information Technology services like Internet services, Intranet Services, Net Working like Wide Area Network, Local Area Network and its related protocols, E-Commerce, GIC/GPS mapping, data entries, Data Conversion, forex operation relating to Software, Hardware, Platform changing, Peripherals and related services either on direct contract or sub-contract basis and running and maintaining institute/school providing computer education, training, information technologies and training covering, inter-alia, relating to Software and Hardware and general management in relating to all aspects thereof. ii. To carry on the business of Research and development, designing, manufacturing and trading in all types of computer Software and Hardware in all areas including Management information systems, Database services, Data warehousing, Industrial applications, Office systems, Automation systems, artificial intelligence cybernetics, Simulations, Desktop publishing communications, including telecommunications and satellite and all other developments Computer Aided Design/Computer Aided Manufacture, Animations, Operating systems, Utilities and all other developments, in the field of Computers and Information Technology. iii. To render consultancy services and services in the field of software development, turnkey projects and solutions, software export, Information and data processing computer systems, communication, operations research and technical services including commercial, exploitations, export, import, and to act as distributors, dealers, authorized representatives installers and commissioning agents of the same. To depute personnel to design and develop solutions software in India and abroad and to establish technology parks and offices in India and abroad and to broadly undertake all activities encompassing the field of information technology as may be permitted by law. iv. To carry on the business of research and development, designing, manufacturing and training in computers, computer related products, Peripherals, sub-Systems, presentation devices, PBX and Telecom equipment, Communication products and any other electrical and electronic items relating to the field of computers of information technology." c) The 1st Applicant/Transferor Company-1 is engaged in the business relating to Information Technology and Software sector. The authorised, issued, subscribed and paid-up share capital of the 1st Applicant/Transferor Company-1 as on 31 March, 2016 was as under: Subsequent to the above date and till the date of filing the Scheme, there has been no change in the issued, subscribed and paid up capital of the lst Applicant/Transferor Company-1. d) M/s. Virtusa Technologies India Private Limited (2nd Applicant/Transferor Company-2) having CIN No. U72200TG2014PTC095951, was incorporated under the Companies Act, 2013 on 9th October, 2014. The Registered office of the 2nd Applicant/Transferor Company-2is situated at Survey No. 115/Part, Plot No. 10, Nanakramguda Village, Serilingampally, Hyderabad - 500008, Telangana, India. e) The main objects of the 2nd Applicant/Transferor Company-2 are set out in the Memorandum of Association which are briefly as under:- I. To undertake development and/or trade in sale, import, Export of Computer Software and all varieties of Information Technology services like Internet services, Intranet Services, Net Working like Wide Area Network, Local Area Network and its related protocols, E-Commerce, GIC/GPS mapping, data entries, Data Conversion, forex operation relating to Software, Hardware, Platform changing, Peripherals and related services either on direct contract or sub-contract basis and running and maintaining institute/school providing computer education, training, information technologies and training covering, inter-alia, relating to Software and Hardware and general management in relating to all aspects thereof. II. To carry on the business of Research and development, designing, manufacturing and trading in all types of computer Software and Hardware in all areas including Management information systems, Database services, Data warehousing, Industrial applications, Office systems, Automation systems, artificial intelligence cybernetics, Simulations, Desktop publishing communications, including telecommunications and satellite and all other developments Computer Aided Design/Computer Aided Manufacture, Animations, Operating systems, Utilities and all other developments, in the field of Computers and Information Technology. III. To render consultancy services and services in the field of software development, turnkey projects and solutions, software export, Information and data processing computer systems, communication, operations research and technical services including commercial, exploitations, export, import, and to act as distributors, dealers, authorized representatives installers and commissioning agents of the same. To depute personnel to design and develop solutions software in India and abroad and to establish technology parks and offices in India and abroad and to broadly undertake all activities encompassing the field of information technology as may be permitted by law. IV. To carry on the business of research and development, designing, manufacturing and training in computers, computer related products, Peripherals, sub-Systems, presentation devices, PBX and Telecom equipment, Communication products and any other electrical and electronic items relating to the field of computers of information technology." f) The 2nd Applicant/Transferor Company-2 is also engaged in the business relating to Information Technology and Software sector. The authorised, issued, subscribed and paid-up share capital of the 2nd Applicant/Transferor Company-2 as on 31st March, 2016 was as under: g) Subsequent to the above date and till the date of filing the Scheme, there has been no change in the issued, subscribed and paid up capital of the 2nd Applicant/Transferor Company 2.
(3.) M/S. Virtusa Consulting Services Private Limited (3rd Applicant/Transferee Company) having CIN No. U93000TG2008FTC057988, was incorporated under the Companies Act, 1956 on 5th March, 2008. The Registered office of the 3rd Applicant/Transferee Company is situated at Survey No. 115/Part, Plot No. 10, Nanakramguda Village, Serilingampally, Hyderabad - 500008, Telangana, India. a) The main objects of the 3rd Applicant/Transferee Company are set out in the Memorandum of Association which are briefly as under:- i. To undertake development and/or trade in sale, import, Export of Computer Software and all varieties of Information Technology services like Internet services, Intranet Services, Net Working like Wide Area Network, Local Area Network and its related protocols, E-Commerce, GIC/GPS mapping, data entries, Data Conversion, forex operation relating to Software, Hardware, Platform changing, Peripherals and related services either on direct contract or sub-contract basis and running and maintaining institute/school providing computer education, training, information technologies and training covering, inter-alia, relating to Software and Hardware and general management in relating to all aspects thereof. ii. To carry on the business of Research and development, designing, manufacturing and trading in all types of computer Software and Hardware in all areas including Management information systems, Database services, Data warehousing, Industrial applications, Office systems, Automation systems, artificial intelligence cybernetics, Simulations, Desktop publishing communications, including telecommunications and satellite and all other developments Computer Aided Design/Computer Aided Manufacture, Animations, Operating systems, Utilities and all other developments, in the field of Computers and Information Technology. iii. To render consultancy services and services in the field of software development, turnkey projects and solutions, software export, Information and data processing computer systems, communication, operations research and technical services including commercial, exploitations, export, import, and to act as distributors, dealers, authorized representatives installers and commissioning agents of the same. To depute personnel to design and develop solutions software in India and abroad and to establish technology parks and offices in India and abroad and to broadly undertake all activities encompassing the field of information technology as may be permitted by law. iv. To carry on the business of research and development, designing, manufacturing and training in computers, computer related products, Peripherals, sub-Systems, presentation devices, PBX and Telecom equipment, Communication products and any other electrical and electronic items relating to the field of computers of information technology. b) The 3rd Applicant/Transferee Company is also engaged in the business relating to Information Technology and Software sector. The authorised, issued, subscribed and paid-up share capital of the 3rd Applicant/Transferee Company as on 31st March, 2016 was as under: The authorised, issued, subscribed and paid up share capital of the 3rd Applicant/Transferee Company as on 21st October, 2016 is as follows: Subsequent to 21st October, 2016, there has been no change in the share capital of the 3rd Applicant/Transferee Company.;