Rajeswara Rao Vittanala, Member - (1.) The present Company Application bearing CA (CAA) No. 256/230/HDB/2017 is filed by M/s. Invensys Development Centre India Private Limited (Applicant / Transferor Company) under Section 230 & 232 of the Companies Act, 2013, seeking directions to dispense with the meeting of the Equity Shareholders and convening meeting of Unsecured Creditors of the Applicant/Transferor Company and Appointment of a Chairperson for convening the same, etc.
(2.) Brief facts, leading to filing of the present Company Application, are as follows:- (a) M/s. Invensys Development Centre India Private Limited (Transferor Company) was incorporated on 19.06.2003 under the Companies Act, 1956, in the then State of Andhra Pradesh. Its registered office of the Applicant/ Transferor Company is situated at 7th Floor, Block C, Plot No. 18, Software Unit II layout, Madhapur, Hyderabad, Telangana - 500081. (b) The main objects of the Applicant / Transferor Company are to carry on the business of establishing, developing, designing and licensing softwares of all descriptions, import and export, modify and deal in computer software, to establish an Engineering Center to support the design and development of business in India and abroad. At present the Applicant / Transferor Company is engaged in the business of software solution and services. (c) The authorised, issued, subscribed and paid-up share capital of the Applicant / Transferor Company as on 30.09.2017 is as under:- Subsequent to the Scheme date and till the date of filing the Scheme, there has been no change in the issued, subscribed and paid up capital of the Applicant / Transferor Company. (d) M/s. Schneider Electric Software India Private Limited (Transferee Company) was incorporated as a Private Limited Company on 28.03.2000 in the State of Karnataka under the Companies Act, }] 1956. Its Registered office is situated at I Salarpuria Touchstone, Survey No. 15A t Portion of Survey No. 14, P7, Kadubeesanahalli, Varthur Hobli, Bengaluru, Karnataka - 560 037. (e) The main objects of the Transferee Company as set out in the Memorandum of Association are to carry to the business of web technologies, multimedia, internet and intranet applications, to design, develop, improve, engage in customer education and support activities etc. The Transferee Company is engaged in the business of software development and providing software related industrial solutions. (f) The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on 20.09.2017 is as under:
(3.) Rationale FOR THE PROPOSED SCHEME (a) Greater integration and greater financial strength and flexibility for the combined entities. (b) Greater efficiency in the cash management of the combined entities and unfettered access to cash flow generated by the combined business (c) Benefit of operational synergies of the combined entities also. (d) The Transferee Company will be able to scale up its existing business operations by combining the business interests of both Companies into one corporate entity. (e) The amalgamation of Transferor Company and the Transferee Company will facilitate efficient administration and enable smoother implementation of policy changes at a higher level. It will also result in a substantial enhancement of shareholders' value of the Transferee Company, etc.;