Rajeswara Rao Vittanala, Member - (1.) The present Company Application bearing CA No. 130/230/HYD/2017 is filed by M/s. Pyro Mobile Private Limited (Applicant/Transferor Company-1 herein) , by inter-alia, seeking directions to dispense with the meeting of the equity shareholders of the Applicant / Transferor No.1.
(2.) Brief facts, leading to filing of the present Company Application, are as follows:- (1) M/s. Pyro BKP Telecom Consultants Private Limited (DEMERGED / TRANSFEREE COMPANY NO.1) (a) M/s. Pyro BKP Telecom Consultants Private Limited (Demerged Company or Transferee Company-1) was registered as a Private Limited Company on 21.05.2008 in the then State of Andhra Pradesh and its registered office is at Srinilaya Cyber Spazio, West Wing, First Floor, 8-2-269/A/2/1 to 6, Road' No.2, Banjara Hills, Hyderabad, Telangana - 500034. (b) The main objects of the Demerged Company or Transferee Company-1 as set out in the Memorandum of Association, is to act as a consultant, advisor, representative, signatory liaison, agent, service man etc., in the field of mobile and mobile network related business. (c) The authorized, issued, subscribed and paid-up share capital of the Demerged Company or Transferee Company-1 as on 31stMarch 2016is 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 Demerged Company or Transferee Company-1. (d) 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: (2) M/s. Pyro Holdings Private Limited (Resulting Company or Transferee Company-2) : (a) 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 State of Andhra Pradesh and its registered office of the Resulting Company or Transferee Company-2, is at Flat No. 503, Shreeji Mehta Park, behind Hockey stadium, Rasoolpura, Secunderabad, Telangana - 500003, India. (b) The main objects of the Resulting Company or Transferee Company-2 are set out in the Memorandum of Association which is, inter alia, engaged in the business of investment services. (c) 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: 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 Resulting Company or Transferee Company-2. (d) 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: (3) M/s. Pyro Mobile Private Limited - Transferor Company 1: (a) 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. Its registered office of the Transferor Company 1 is at Flat No. 503, Shreeji Mehta Park, behind Hockey stadium, Rasoolpura, Secunderabad, Telangana - 500003, India. (b) The main objects of the Transferor Company-1 are set out in the Memorandum of Association which is, inter alia, engaged in the business of carrying on software services related to the Telecom industry. (c) The authorized, issued, subscribed and paid-up share capital of the Transferor Company-1 as on 31st March 2016 is 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 Transferor Company-1. (d) 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: (4) M/s. Pyro Telecom Solutions Private Limited Transferor Company 2: (a) 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. Its registered office is at Srinilaya Cyber Spazio, West wing, First Floor, 8-2-269/A/2/1 to 6, Road No. 2, Banjara Hills, Hyderabad, Telangana -500034, India. (b) The Transferor Company-2 is, inter alia, engaged to carry on the business as developers of networking for telecommunications tool processing of imports and exports of such developed turnkey systems. (c) The authorized, issued, subscribed and paid-up share capital of the Transferor Company-2 as on 31st March 2016 is 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 Transferor Company-2. (d) 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: (5) M/s. Pyro Networks Private Limited - Transferor Company 3: i. 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. Its registered office is at Srinilaya Cyber Spazio, West wing, First Floor, 8-2-269/A/2/1 to 6, Road No. 2, Banjara Hills, Hyderabad, Telangana - 500034, India. ii. The main objects of the Transferor Company-3 are set out in the Memorandum of Association which is, inter alia, engaged to carry on the business as developers of networking for various telecom operators in India and abroad. iii. The authorized, issued, subscribed and paid-up share capital of the Transferor Company-3 as on 31st March 2016 is 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 Transferor Company 3. iv. 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:
(3.) Rationale FOR THE PROPOSED COMPOSITE SCHEME OF ARRANGEMENT 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 and this 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 this 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.;