- (1.) The Company Petition bearing CP(CAA) No. 200/230/HDB/2017 is filed by the Petitioner Companies under Sections 230 to 232 and other applicable provisions of the Companies Act 2013 by seeking the Tribunal the following reliefs:- a) Order to take out newspaper advertisement of the Company Petition in two newspapers i.e. English daily Newspaper (Business Standard) and in Andhra Bhoomi (Telugu daily) in all editions in the State of Telangana; b) Sanction the Scheme of Amalgamation with Appointed Date being the 1st April, 2016 as to be binding on all the Equity Shareholders/ Members and Creditors of the Transferor Companies and the Transferee Company; c) Direct that the Petitioners do within 30 days after the date of the orders, cause a certified copy thereof to be delivered to the Registrar of Companies at Hyderabad for the State of Telangana and the State of Andhra Pradesh, for registration and on such certified copy being delivered or such date as this Tribunal may deem fit, the Registrar of Companies, Andhra Pradesh and Telangana, Hyderabad shall take all necessary consequential action in respect of the Petitioner Company; d) Order that the three Transferor Companies be dissolved without going through the process of the winding up.
(2.) Brief facts, leading to the filing of present case, are as follows: (A) Syniverse Clearing House India Private Limited (Transferor Company No. 1) (a) The Transferor Company-1 was incorporated under the provisions of Companies Act, 1956, on 17 July 1997 as Multinational Automated Clearing House India Private Limited, whose name was subsequently changed to Syniverse Clearing House India Private Limited on 25 February 2014. its registered office is at 9th Floor, ILabs Centre, Plot No 18, Software Units Layout, Madhapur, Hyderabad - 500081, Telangana, India. (b) The authorised share capital and the issued, subscribed and paid-up share capital of the Company as on 31 March 2016: (c) The main objects of Company provided as provided in clause III in its Memorandum of Association, 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; conversion and reconciliation between different billing formats and transmission methods etc. (B) Syniverse Teledata Systems Private Limited (Transferor -2 Company) (a) The Transferor-2 Company is a company incorporated as Mach Teledata Systems Private Limited on 3rd July 2001 under the provisions of Companies Act, 1956, whose name was subsequently changed to Syniverse Teledata Systems Private Limited on 25 March 2014. Its registered office is at 9th Floor, ILabs Centre, Plot No 18, Software Units Layout, Madhapur Hyderabad -500081, Telangana,India. (b) The authorised share capital and the issued, subscribed and paid-up share capital of the Company as on 31 March 2016: a) The main objects of the Company as provided in clause III in its Memorandum of Association, 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; conversion and reconciliation between different billing formats and transmission methods etc. (C) Syniverse Mobile Solutions Private Limited (Transferor -2 Company) (a) The Transferor-3 Company is an existing company incorporated on 18 April 2001 as Mach Mobile Solutions Private Limited under the provisions of Companies Act, 1956, whose name was subsequently changed to Syniverse Mobile Solutions Private Limited on 17 January 2014. Its registered office is at 9th Floor, ILabs Centre, Plot No 18, Software Units Layout, Madhapur, Hyderabad - 500081, Telangana, India. (b) The authorised share capital and the issued, subscribed and paid-up share capital of the Company as on 31 March 2016: (c) The main objects of the Company as provided in clause III of its Memorandum of Association, are to provide in any part of the world the services 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; conversion and reconciliation between different billing formats and transmission methods etc. (D) Syniverse Technologies Services (India) Private Limited (Transferee Company) (a) The Transferee Company was incorporated on 3 June 2009 under the provisions of Companies Act, 1956. Its registered office is at 9th Floor, ILabs Centre, Plot No 18, Software Units Layout, Madhapur, Hyderabad -500081, Telangana, India. (b) The authorised share capital and the issued, subscribed and paid-up .share capital of the Company as on 31 March 2016: (c) The main objects of Syniverse Technologies Services (India) Private Limited as set out in its Memorandum of Association 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, call delivery and technical fraud detection and prevention regardless of switch type, billing format or signaling standard and other network related services etc. (d) The Transferor Company 1 and Transferor Company 2 are the wholly owned subsidiaries of the Transferee Company and post-Scheme, will be merged with, the Transferee Company, with the Transferee Company as the surviving entity. Transferor Company 3 and the Transferee Company form part of the same group of companies and post- Scheme, Transferor Company 3 will be merged with the Transferee Company, with the Transferee Company as the surviving entity.
(3.) The Petitioner Companies under this Scheme of Amalgamation are part of Syniverse Group ("the Group") . The Group believes that the envisaged Scheme of Amalgamation would benefit the companies and their respective stakeholders on account of following reasons: a) To optimally utilise the resources of each entity 6t to bring about operational synergies in the business operations, to bring them under one entity and also to make available the below mentioned benefits to the amalgamated entity, the members and creditors of the Transferor Companies and the Transferee Company b) Emergence of a fully integrated single entity positioned to provide more extensive and integrated technology and business services in the telecommunications sector. c) 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. d) 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 (including specific industry expertise thereto) 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.;