- (1.) The present Company Application bearing CA No. 80/230/HYD/2017 is filed by M/s. Portware India Private Limited (Applicant/Transferor Company herein) , by inter-alia, seeking directions to dispense with the meetings of the equity shareholders and Unsecured creditors of the Applicant / Transferor Company.
(2.) Brieffacts,leadingtofilingofthepresentCompanyApplication,areasfollows: AcopyoftheBalanceSheetasat31stMarch,2016alongwithprovisionalfinancialstatementsason31March2017. i. M/s. Portware India Private Limited (Applicant/Transferor Company) was incorporated as a private limited company in the then State of Andhra Pradesh on 25th day of September, 2009. Its Registered Office is situated at 404, 4th Floor, Building No. 14, Survey No. 64, Miindspace'Cyberabad Project, Hitech City, Madhapur, Hyderabad - 500081, Telangana, India. The main objects of the Transferor Company as set out in the Memorandum of Association are to carry on the business of manufacturing, developing all kinds of software mainly for export and also for sale in India and to undertake research, design, product development, project management, systems integration, implementation, processing, testing and training, characterization, offering and providing consultancy and turnkey solutions, back office support, data processing, data mining, remote maintenance services in all the areas of information technology and Information technology enabled services. At present, the Transferor Company is engaged in the business of IT and IT enables services, ii. The authorised, issued, subscribed and paid-up share capital of the Transferor Company as on 31st March, 2017 was as under: iii. The Transferor Company closes its financial every year on 31st March. The audited financial statement of the Transferor Company as on 31 March 2016 is as under: iv. M/s. FactSet Systems India Private Limited (Transferee Company) was registered as a private limited company on 11thday of October, 2007, having its registered office in the State of Telangana. The main objects of the Transferee Company are set out in the Memorandum of Association which is briefly to carry on the business of collecting, storing and analyzing financial and economic information and data of entities in India and abroad, devising systems including software programs and systems for collating and analyzing data and information. At present, the Transferee Company is engaged in the business of IT and IT enables services v. The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on 31stMarch 2017 is as under: vi. The Transferee Company closes its financial every year on 31 March. The audited financial statement of the Transferee Company as on 31 March 2016 is as under: A copy of the Balance Sheet as at 31st March, 2016 along with provisional financial statements as on 31 March 2017.
(3.) Rationale FOR THE PROPOSED SCHEME (a) The Transferor Company and the Transferee Company are into similar business that of IT/ ITES services, thereby, amalgamation will expand and increase its presence in the business thereby streamlining of management focus and pruning the operational and administration costs. (b) The Transferor Company and the Transferee Company both are 100% owned by their ultimate parent company, FactSet Research Systems Inc., US. A consolidation of the Transferor Company with the Transferee Company by way of amalgamation would therefore lead to a more efficient utilization of capital and create a stronger base for future growth of the amalgamated entity. (c) It is expected that such consolidation of entities will provide operational synergies, which in turn will eliminate inefficiencies and streamline corporate structures and cash flows. A single operating entity would also result in better centralized management and oversight, cost efficiencies and supporting the group's competitive growth. (d) The proposed amalgamation will rationalize and optimize the group legal entity structure to ensure greater alignment of the businesses by reducing the number of legal entities and also reduce statutory compliances.;