QUINTESSENCE ENTERPRISES PVT. LTD.

SEBI Registered Category-I Merchant Banker

FAIRNESS OPINION REPORT ANNEXURE - 3

21ST July, 2018
The Board of Directors,
M/s. Moschip Semiconductor Technology Ltd.,
Plot No.83&84,2nd Floor,
Punnaiah Plaza, Raod No.2,
Banjara Hills,
Hyderabad-34
The Board of Directors,
M/s. First Pass Semiconductor Pvt.Ltd,
Plot No.11, Galton Centre,
Shipli Valley, Vittal Rao Nagar Rd,
Vittal Rao Nagar, Madhapur,
Hyderabad, Telangana 500081.
The Board of Directors,
M/s. Gigacom Semiconductor Private Limited,
8th Floor, MVR Vinayagar Trade Centre,
VIP Road CBM Compound, Asilmetta,
Visakhapatnam, Andhra Pradesh - 530003
Rec : Fairness opinion on the Swap ratio for the proposed Scheme of Arrangement for amalgamation on First Pass
Semiconductors Private Limited -FPS (Transferor Company-1) and Gigacom Semiconductor Private Limited
- GSPL (Transferor Company-2) and Moschip Semiconductor Technology Limited - Moschip- (Transferee
Company and their respective Shareholders and Creditors pursuant to Section 230 to 232 and other relevant
provisions of the Companies Act, 2013 as applicable to the company and shall include any statutory
modifications, re-enactment or amendment there of from time to time.
Dear Sirs,
We, Quintessence Enterprises Pvt. Ltd., (QEPL), refer to our offer letter dated 17th, July, 2018 which has been duly
accepted by you vide your Mandate letter dated 18 th July, 2018, whereby you have appointed us as an Independent
Merchant Banker for furnishing a ―Fairness Opinion‖ as per SEBI Circular No.CFD/DIL3/CIR/2017/21 dated 10th
March, 2017 and Regulation 37 of SEBI (LODR) Regulation 2015, on the Swap ratio for the proposed Scheme of
arrangement for amalgamation of First Pass Semiconductors Private Limited - FPS (Transferor Company-1) and
Gigacom Semiconductor Private Limited - GSPL (Transferor Company-2) and Moschip Semiconductor
Technology Limited - Moschip (Transferee Company) and their respective Shareholders and Creditors pursuant to
Section 230 to 232 and other relevant provisions of the Companies Act, 2013 as applicable to the company and shall
include any statutory modifications, re-enactment or amendment thereof from time to time.
Merchant Banker - Quintessence Enterprises Private Limited (QEPL)
QEPL formed in 1999, is a Merchant Banking company, based in Hyderabad, Telangana, having its registered office at
‗NANDANAM‘ 8-2-603/1/VP, Plot No.8A, Road No.10, Banjara Hills, Hyderabad - 500034, and Administrative office at 8-
2-603/B/33/A/9, B-201, Zahera Nagar, Road No.10, Banjara Hills, Hyderabad-500034. It is SEBI registered with
Registration Code INM000011997 as Merchant Banker.

Sources of Information
1. Audited financial statements of FPS and Gigacom India for the financial year 2015-16 and 2016 -17.

-2-603/B/33/A9, B-201, Zahera Nagar, Road No.10, Banjara Hills, Hyderabad - 500 034.
Phone : 040 65528262, Mobile : +91 9949270707, +91 9885099661, CIN No. U72200TG1999PTC032411
-2-603/1/VP, Plot No.8A, Road No.10, Banjara Hills, Hyderabad - 500 034.
E-mail : [email protected], Website : www.qeplindia.com
2. Provisional financial statements of FPS and Gigacom India for the financial year 2017-18 as provided by the
management of these Companies.
3. Projected financial statement prepared and furnished by the managements of FPS and Gigacom India for the
financial year 2018-19 to 2022-23 indicating the future financial performance of these Companies.
4. Such other information and explanations, which we believed were relevant to the present exercise and which have
been provided by the management of FPS and Gigacom India.
5. Valuation Report dated 21st July, 2018, by Independent Valuers, CA.K. Vijaya Srinivas, Proprietor, M.No. 211563 of
KV Srinivas & Associates having their office at 1-8-702/8/4/1, 3rd Floor, opp. Hindi Mahavidyalaya, Vidyanagar,
Hyderabad-500044 and CA. Bhavani Shanker Mylavarapu, M.No.216663, Practicing Chartered Accountant, 3-51/1,
Plot No.63, Anjali Gardens Colony, Puppalaguda, Hyderabad-500089
6. A Copy of the draft scheme of arrangement for amalgamation.

Background of the companies

1) Moschip Semiconductor Technology Limited or ―MosChip‖ or ―Transferee Company‖ is a Listed Public Limited
Company incorporated on July 27, 1999 under the Companies Act,1956 and having its registered office at Plot
No.83&84, 2nd Floor, Punnaiah Plaza, Road 2, Banjar Hills, Hyderabad, Telangana, 500034. The CIN of the Company
is L31909TG1999PLC032184. The equity shares of the Transferee Company are listed on BSE Limited (Scrip ID:
MOSCHIP, Security Code:532407). The Transferee Company is engaged in the business of Semiconductor,
Systems and lot.
2) First Pass Semiconductors Private Limited (‖First Pass‖ or ―Transferor Company-1‖) was incorporated as a private
limited Company on 03rd November, 2010 under the Companies Act, 1956 and having its registered office at Plot
No.11, 2nd Floor, Galton Center, Shilpi Vally, Mahdapur, Hyderabad, Telangana-500081. The CIN of the Company is
U72200TG2010PTC071071. The Transferor Company-1 is engaged in the business of Semiconductor and System.
FPS is promoted by Mr. Srinivasa Rao K and Mr. Giri Kondaveeti.
3) GigaCom Semiconductor Private Limited (‖GigCom‖ or ―Transferor Company-2‖) was incorporated as a private
limited Company on 12th September 2012 under the Companies Act, 1956 and having its registered office at 8th
Floor, MVR Vinayagar Trade Center, VIP Road, CBM Compound, Asilmetta Visakhapatnam, Andhra Pradesh-
530003. The CIN of the Company is U74999AP2012PTC104865. The Transferor Company -2 is engaged in the
business of Semiconductor and System. The Company is promoted by Mr.Venkata Sudhakar Simhadri.
Rationale of the Scheme
1) The Transferor Companies and the Transferee company are engaged in the similar nature of business, in order to
consolidate the similar nature of business at one place and effectively manage the Transferor Companies and
Transferee Company as a single entity, which will provide several benefits including efficient utilization of capital,
administrative and operational rationalization and promote organizational efficiencies.
2) The amalgamation will contribute in furthering and fulfilling the objectives and business strategies of all the
companies thereby accelerating growth, expansion and development of the respective businesses through the
Transferee Company. The amalgamation will thus enable further expansion of the Transferee Company and provide
a strong and focused base to undertake the business more advantageously. The amalgamation will have beneficial
results for the amalgamating companies, their stakeholders and all concerned.
3) The amalgamation leads to improved organizational capability and leadership, arising from the pooling fo human capital
who have the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry.
4) The synergies created by the scheme of arrangement would increase operational efficiency and integrate business
functions.
5) The proposed arrangement will strengthen the ‗Moschip‘ brand leading to a stronger market presence providing
customers with a seamless experience, and removing any other brand perception / distinction in the customers
mind, and provide greater integration and flexibility to the Transferee Company and strengthen its position in the
industry, in terms of the asset base, revenues, product and service range.
6) This Scheme provides for the amalgamation of the Transferor Companies with the Transferee Company and the
consequent treatment of assets and liabilities of respective Companies in the manner provided for in the Scheme.
In view of the aforesaid, the Board of Directors of the Transferor Companies and the Transferee Company have
considered and proposed the amalgamation of the entire undertaking and business of the Transferor Companies
with the Transferee Company in order to benefit the stakeholders of both the companies. Accordingly, the Board of
Directors of the Transferor Companies and the Transferee Company have formulated this Scheme of Arrangement
for amalgamation for the transfer and vesting of the entire undertaking and business of the Transferor Companies
with and into the Transferee Company pursuant to the provisions of Section 230 to Section 232 and other relevant
provisions of the Act.
The managements have appointed Independent Valuers, CA. K. Vijay Srinivas, M.No. 211563 Proprietor of KV
rd
Srinvias & Associates having their office at 1-8-702/8/4/1, 3 Floor, opp. Hindi Mahavidyalaya, Vidyanagar,
Hyderabad-500044 and CA. Bhavani Shanker Mylavarapu, M.No.216663, Practing Chartered Accountant, 3-51/1,
Plot NO.63, Anjali Gardens Colony, Puppalaguda, Hyderabad-500089 to prepare a valuation report on the swap ratio
for distribution of Moschip shares to the shareholders of FPS and GSPL
In this connection we have been requested by Moschip to render our professional services by way of a fairness
opinion on Exchange Ratio from a financial point of view to the Board of Directors of Moschip through audit
committee of the board as to whether the equity Share Exchange Ratio, as recommended by the Independent
Valuers, in their report dated 21st July, 2018 and based on the valuation analysis carried out by them, which forms the
basis for the proposed amalgamation as per the aforesaid Scheme is fair and reasonable.
Fairness opinion :
As per the Independent Valuers‘ recommendation the Swap ratio for FPS based on the fair value of the equity share is
at 4.86 i.e. 4.86 shares of Moschip for one share held in FPS. The swap ratio for Gigacom India based on the fair value
of the equity share is at 228.12 i.e. 228.12 shares of Moschip for one share held in Gigacom India.
We Quintessence Enterprises Private Limited have reviewed the proposed Scheme of Arrangement for
amalgamation and Valuation Report on which it is based from financial and commercial point of view to the
holders of the equity shares of the Companies subjects to our caveats and disclaimers and believe it to be fair
and reasonable.
We hereby give our consent to present and disclose the fairness opinion in the general meeting of the shareholders
of MOSCHIP, FPS and GSPL SEBI Circular No:CFD/DIL3/CIR/2017/21 dated 10th March,2017 and Regulation 37 of
SEBI Listing Obligation and Disclosure Requirements) Regulations, 2015 to BSE Limited, to the honorable NCLT,
Hyderabad and such other authorities in connection with the proposed purpose.
Limitation and Caveats of the Fairness Opinion
The assignment did not include the following :
1. It is the responsibility of the Board of Directors of the company for ensuring compliance in connection with the
proposed Scheme of Arrangement for Amalgamation. Our role is to examine the Valuation carried out by the
Independent Valuer and the Scheme of Amalgamation and comment on the Fairness of the same.
2. Our fairness opinion is based on the information made available to us by the management of Moschip. Any
subsequent changes to the financial and other information provided to us, may affect the result of value analysis set
 out in this report. We have reviewed the information made available to us for over all consistency and have not carried
out any detailed tests in the nature of audit to establish the accuracy of such statements and information.
Accordingly, we assume no responsibility and make no representations with respect to the accuracy or
completeness of any information provided by and on behalf of the company. Our Fairness Opinion should not be
construed as investment advice, specifically, we do not express any opinion on the suitability or otherwise of entering
into the proposed transaction.
3. The information contained in this report is selective and is subject to up dations expansions, revisions and
amendment. It does not purport to contain all the information recipients may require. No. obligation is accepted to
provide recipients with access to any additional information or to correct any inaccuracies which might become
apparent.
4. In rendering this Opinion, QEPL has not provided legal, regulatory, tax, accounting or actuarial advice and
accordingly QEPL does not assume any responsibility in respect thereof. Further QEPL has assumed that the
Scheme of Arrangement for amalgamation will be implemented on the terms and conditions as set out in the draft
Scheme of Arrangement for amalgamation, without any material changes to or wavier of its terms and conditions.
5. We further declare that we do not have any direct or indirect interest in the Companies / assets valued.
6. This report is intended only for the sole use and information of the above mentioned companies and their
shareholders only in connection with the Scheme of Arrangement Amalgamation including for the purpose of
obtaining judicial and regulatory approvals for the Scheme of Arrangement for amalgamation.
7. We are not responsible in any way to any other person/ party for any decision of such person or party based on this
report. Any person / party intending to provide finance / invest in the shares / business of any of the companies or
their subsidiaries / joint venture / associates shall do so after seeking their own professional advice and after carrying
out their own due diligence procedure to ensure that they are making an informed decision.
8. It is hereby notified that any reproduction, copying or otherwise quoting of this report or any part thereof, other than in
connection with the Scheme of Arrangement for amalgamation as aforesaid can be done only with our prior
permission in writing.
Our analysis and results are also specific to the date of this report and based on information as at 21st July, 2018. an
exercise of this nature involves consideration of various factors. This report is issued on the understanding that the
Companies have drawn our attention to all the matters, which they are aware of concerning the financial position of
the Companies, their businesses. And any other matter, which may have an impact on our opinion, on the Equity
Share Exchange Ratio for the Proposed Arrangement for amalgamation, including any significant changes that have
taken place or are likely to take place in the financial position of the Companies or their businesses subsequent to the
proposed Appointed Date for the proposed Arrangement. We have no responsibility to update this report for events
and circumstances occurring after the date of this report.
It may further be noted that in no circumstances shall the liability of Quintessence Enterprises Private Limited
(QEPL), its directors or employees related to the service provided in connection with this value analysis, exceed the
amount paid to us as our fees for this assignment.
We highly appreciate the co-operation and support received by us from your representatives during preparation of
the said Fairness Opinion Report

Thanking you,

Yours faithfully

For and on behalf of

Quintessence Enterprises Private Limited

Lavanya Chadra
Executive Director
Hyderabad

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 ANNEXURE - 4

DCS/AMAL/SD/1459/2019-20 April 9, 2019

The Company Secretary,

MOSCHIP SEMICONDUCTOR TECHNOLOGY LTD.
Plot No. 83& 84, 2nd Floor, Punnaiah Plaza,
Road No.2 Banjara Hills, Hyderabad,
Telangana - 500 034.

Sir
Sub: Observation letter regarding the Draft Scheme of Amalgamation of First Pass Semiconductors Private
Limited, Gigacom Semiconductors Private Limited with Moschip Semiconductor Technology Limited and
their respective Shareholders.
We are in receipt of Draft Scheme of Amalgamation of First Pass Semiconductors Private Limited, Gigacom
Semiconductors Private Limited with MOschip Semiconductor Technology Limited and their respective Shareholders
and Creditors filed as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its
letter dated April 5, 2019 has inter alia given the following comment(s) on the draft scheme of arrangement:

―Company shall ensure that applicable information pertaining to unlisted Companies, First Pass
Semiconductors Private Limited and Gigacom Semiconductors Private Limited is included in the abridged
prospectus as per the format specified in the circular.‖
―Company shall ensure that additional information/undertakings, if any, submitted by the Company, after
filing the scheme with the Stock Exchange, and from the date of receipt of this letter is displayed on the
websites of the listed company and the stock exchanges.‖
―Company shall duly comply with various provisions of the Circulars.‖
―Company is advised that the observation of SEBI/Stock Exchanges shall be incorporated in the petition to
be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations
to the notice of NCLT.‖
―It is to be noted that the petitions are filed by the company before NCLT after processing and
communication of comments/observation on draft scheme by SEBI/stock exchange. Hence, the company
is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013
to SEBI again for its comments / observations / representations.‖
Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:
To provide additional information, if any (as stated above) along with various documents to the Exchange for
further dissemination on Exchange website.
To ensure that additional information, if any (as stated aforesaid) along with various documents are
disseminated on their (company) website.
To duly comply with various provisions of the circulars.

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In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters
having a bearing on listing/cotinuous listing requirements within the provisions of Listing Agreement, so as to enable the
company to file the scheme with Hon‘ble NCLT.
Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while
seeking approval of the scheme, it shall disclose information about unlisted companies involved in the format
prescribed for abridged prospectus as specified in the circular dated March 10, 2017
Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, the validity of this Observation Letter shall be six months from the date of this Letter, within which the
scheme shall be submitted to the NCLT.
The Exchange reserves its right to withdraw its ‗No adverse observation‘ at any stage if the information submitted to the
Exchange is found t o be incomplete / incorrect / misleading / misleading / false or for any contravention of Rules, Bye-
laws and Regulations of the Exchange, Listing Agreement. guidelines/Regultions issued by statutory authoriities.
Please note that the aforesaid observations does not preclude the Company from complying with any other
requirements.

Yours faithfully,

Nitinkumar Pujari
Senior Manager

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 ANNEXURE - 5

Format for Complaints Report :

Part A

Sr.No. Particulars Number

1. Number of complaints received directly NIL

2. Number of complaints forwarded by Stock Exchange NIL

3. Total Number of complaints / comments received (1+2) NIL

4. Number of complaints resolved NIL

Part B

Sr. No. Name of complaints Date of complaint Status (Resolved/Pending)

1. NA NA NA

For MosChip Semiconductor Technology Limited

CS Suresh Bachalakura
Company Secretary
Date : 31/12/2018

MOSCHIP SEMICONDUCTOR TECHNOLOGY LTD.

CIN:L31909TG1999PLC032184
Plot No.83&84, 2nd Floor, Punnaiah Plaza, Road No.2, Banjara Hills, Hyderabad - 500 034. INDIA
Tel: +91 40 6622 9292, Fax +91 40 6622 9393 www.moschip.com

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 ANNEXURE - 6

Report adopted by the Board of Directors of MosChip Semiconductor Technology Limited at its meeting held on
July 23, 2018 asper the provisions of section 232(2)(C) of the Companies Act, 2013

Pursuant to the recommendation of Audit Committee, the proposed Scheme of Amalgamation ("Scheme") of First Pass
Semiconductors Private Limited (‖Transferor Company-1‖) and Gigacom Semiconductor Private Limited ("Transferor
Company-2‖) with MosChip Technologies Limited (‖Transferee Company") was approved by the Board of Directors of
the Company vide resolution passed at its Meeting held on July 23, 2018.
The provisions of Section 232(2)(C) of the Companies Act, 2013 requires the Directors to adopt a report explaining the
effect of the Scheme on Shareholders, Key Managerial Personnel, Promoter and Non-Promoter Shareholders, laying
out in particular the share exchange ratio and specifying any special valuation difficulties. The said report is required to
be circulated to the Shareholders and Creditors along with the notice convening the meeting of Members/ Creditors.
The following documents were placed before the Board:
a. Draft Scheme of Amalgamation;
b. Valuation Report dated July 21, 2018 obtained from K. V. Srinivas & Associates, Chartered Accountants (FRN:
0162835) & CA Bhavani Shankar Mylavarapu, Practicing Chartered Accountant;
c. Fairness Opinion dated ]uly 21, 2018 issued by Quintessence Enterprises Private Limited, a SEBI Registered
Category I Merchant Banker; and
d. Report of the Audit Conunittee of the Board of Directors dated July 23, 2018.
Report
The Board of Directors after considering the afore-mentioned aspects and recommendations of the Audit Committee,
approved the Scheme. The Board was of the opinion that:
1. As a result of the proposed Scheme of Amalgamation, the Equity Shareholders of the Transferor Companies will be
allotted Equity Shares in the Transferee Company in the following exchange ratio:
(a) 4,568 (Four Thousand Five Hundred and Sixty Eight only) Equity Shares of the Transferee Company, credited
as fully paid-up with rights attached thereto for every 1,000 (One Thousand) Equity Shares of Rs.10/- each fully
paid-up, held by such shareholder in the capital of the Transferor Company-1.
(b) 2,234 (Two Thousand Two Hundred and Thirty Four) Equity Shares of the Transferee Company, credited as
fully paid—up with rights attached thereto for every 10 (Ten) Equity Share of Rs.10/ - each fully paid-up, held by
such shareholder in the capital of the Transferor Company-2.
2. This exchange ratios have been recommended as per Valuation Report dated July 21, 2018, issued by K. V. Srinivas
& Associates, Chartered Accountants (FRN: 0162835) & CA Bhavani Shankar Mylavarapu, Practicing Chartered
Accountant and the Fairness Opinion dated July 21, 2018 issued by Quintessence Enterprises Private Limited, a
SEBI Registered Category l Merchant Banker.
3. The Draft Scheme of Amalgamation relates to transfer of the entire business of the Transferor Company-1 and
Transferor Company-2 including its assets and liabilities to the Transferee Company. Upon the Scheme becoming
effective, the shareholders of the Transferor Company-1 and Transferor Company-2 shall be allotted shares in the
Transferee Company.

MOSCHIP SEMICONDUCTOR TECHNOLOGY LTD.

CIN:L31909TG1999PLC032184
Plot No.83&84, 2nd Floor, Punnaiah Plaza, Road No.2, Banjara Hills, Hyderabad - 500 034. INDIA
Tel: +91 40 6622 9292, Fax +91 40 6622 9393 www.moschip.com

61
4. The proposed Scheme of Amalgamation does not entitle the Promoter/ Promoter Group, related parties of the
Promoter/ Promoter Group, associates of the Promoter/ Promoter Group, subsidiaries of the Promoter/ Promoter
Group of the Transferee Company to any additional shares.
5. The effect of the proposed Scheme of Amalgamation on the shareholders and creditors of the Company would be as
follows:

Company would be as follows

(a) Key Managerial Personnel No impact
(b) Directors No impact
(c) Promoters The shareholding of the promoters will get diluted by 2.72%
(d) Non-Promoter Members The shareholding of the non-promoter members will
increase by 2.73%
(e) Depositors Not applicable
(f) Creditor Not impact
(g) Debenture Holders Not applicable
(g) Deposit Trustee and Debenture Trustee Not applicable
(I) Employees of the Company No impact

In the opinion of the Board, the said Scheme will be of advantage and beneficial to the Company, its shareholders,
creditors and other stakeholders and the terms thereof are fair and reasonable.
6. Further, there will be no change in the KMP of the Transferee Company pursuant to the Scheme.
7. The new Equity Shares of the Transferee Company to be issued to the Shareholders of the Transferor Company-1
and Transferor Company-2 will be listed on the stock exchange where the shares of the Transferee Company are
listed.

for and on behalf of the Board of Directors

MosChip Semiconductor Technology Limited

Ramachandra Reddy Kadiri

Director
DIN: 00042172

MOSCHIP SEMICONDUCTOR TECHNOLOGY LTD.

CIN:L31909TG1999PLC032184
Plot No.83&84, 2nd Floor, Punnaiah Plaza, Road No.2, Banjara Hills, Hyderabad - 500 034. INDIA
Tel: +91 40 6622 9292, Fax +91 40 6622 9393 www.moschip.com

62
 ANNEXURE - 7

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65
66
67
68
15 May 2019

69
15 May 2019

70
15 May 2019

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 ANNEXURE - 8

To,
The Board of Directors
MosChip Technologies Limited
Plot No.83 & 84, 2nd Floor,
Punnaiah Plaza, Road No.2,
Banjara Hills, Hyderabad – 500 034
Dear Sirs,
Subject: Certificate on adequacy and accuracy of disclosure of information in the Abridged
Prospectus of First Pass Semiconductors Private Limited and Gigacom Semiconductor Private
Limited in pursuance of Amalgamation of First Pass Semiconductors Private Limited (Transferor
Company – 1 or FPSPL), Gigacom Semiconductor Private Limited (Transferor Company-2 or
GSPL ) with Moschip Technologies Limited (Transferee Company or MTL) and their respective
shareholders and creditors under Section 230 to 232 of the Companies Act, 2013 read with other
applicable provisions and rules thereunder (the ―Scheme‖)
We, Finshore Management Services Limited, SEBI Registered Merchant Banker (Registration No. INM
000012185) have been appointed by MosChip Technologies Limited for the purpose of certifying the
adequacy and accuracy of the disclosures made in the Abridged Prospectus of First Pass
Semiconductors Private Limited and Gigacom Semiconductor Private Limited is in compliance with
paragraph 1.A.3(a) of Annexure I of the SEBI Circular CFD/DIL3/CIR/2017/21 dated March 10, 2017
(SEBI Circular) and the format specified for abridged prospectus as provided in Part E of Schedule VI of
the Securities and Exchange Board of India (Issue and Capital and Disclosure Requirements)
Regulations, 2018, as applicable.
Based on the information, documents, undertakings and certificates provided to us by FPSPL, GSPL
and MTL, we hereby confirm that the information contained in the Abridged Prospectus of FPSPL and
GSPL (enclosed herewith) prepared pursuant to Part E of Schedule VI of the Securities and Exchange
Board of India (Issue and Capital and Disclosure Requirements) Regulations, 2018, as applicable,
which will be circulated to the members of MTL at the time of seeking their consent as an explanatory
statement in the notice in accordance with the SEBI Circular, is accurate and adequate.
The above confirmation is based on the information furnished and explanations provided to us
assuming the same is complete and accurate in all material aspects on an ―as is‖ basis. We have relied
on the financials, information and representations furnished to us on an as is basis and have not carried
out an audit of such information. Our scope of work does not constitute an audit of financial information
and accordingly we are unable to and do not express an opinion on the fairness of any such financial
information referred to in the Abridged Prospectus of GSPL and FPSPL. This certificate is a specific
purpose certificate issued in terms of the SEBI Circular and hence it should not be used for any other
purpose or transaction. This certificate is not, nor should it be construed to be, a certification of
compliance of the Scheme with the provisions of applicable laws including company, taxation and
securities markets related laws or as regards any legal implications or issues arising thereon.

72
We express on opinion whatsoever and make no recommendations at all (and accordingly take no
responsibility in any manner whatsoever) as to whether shareholders/investors should buy, sell or hold
any stake in MTL or any of its related parties.

For FINSHORE MANAGEMENT SERVICES LIMITED

SEBI Regd. CAT-I Merchant Banker, Regn No. INM 000012185 Date : July 30th, 2019
Place: Kolkata

S. Ramakrishna Iyengar
Director

73
 PRIVATE AND CONFIDENTIAL - ABRIDGED PROSPECTUS
FOR THE PRIVATE CIRCULATION TO THE SHAREHOLDERS OF
MOSCHIP TECHNOLOGIES LIMITED

In the nature of Abridged Prospectus – Memorandum containing the salient features of the proposed Scheme of
Amalgamation involving First Pass Semiconductors Private Limited ( ―Transferor Company-1‖ or ―First Pass‖) and
Gigacom Semiconductor Private Limited (―Transferor Company-2‖ or ―Gigacom‖) with Moschip Technologies
Limited (―Transferee Company‖ or ―MosChip‖) and their respective Shareholders and Creditors under Section 230
to 232 of the Companies Act, 2013 read with other applicable provisions and rules thereunder (the ―Scheme‖), which
is being issued pursuant to the SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (―SEBI Circular‖)
issued by the Securities and Exchange Board of India (SEBI). The Scheme is available on the website of the BSE
Limited (‗BSE‘) at www.bseindia.com. Nothing in this document constitutes an offer or an invitation by or on behalf of
MosChip, First Pass or Gigacom to subscribe to or purchase any of the securities of First Pass.
This document contains information to the extent applicable pertaining to GigaCom as per the format prescribed in
Part E of Schedule VI of the Securities and Exchange Board of India (Issue and Capital and Disclosure
Requirements) Regulations, 2018 and in compliance with paragraph 1.A.3(a) of Annexure I of the SEBI Circular.

THIS ABRIDGED PROSPECTUS CONTAINS 7 PAGES.

PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

This disclosure document dated 30th July, 2019 should be read together with the Scheme and the notice to the
Shareholders of MosChip in connection with the Scheme.

GIGACOM SEMICONDUCTOR PRIVATE LIMITED

Regd.
Visakhapatnam, Andhra Pradesh - 530003..
Tel: +91 891 6666023, Email ID:[email protected]
Contact Person: Mr. Venkata Sudhakar Simhadri
www.gigacomsemi.com
CIN:U74999AP2012PTC104865.

PROMOTERS OF GIGACOM
(i) Venkata Sudhakar Simhadri (ii)Kondaveeti Venkata Giri Babu

DETAILS OF THE SCHEME

TThe Scheme Amalgamation of First Pass and GigaCom (both unlisted entities) (together, the Transferor
Companies) with and into MosChip.
The Scheme contemplates the following sequence of events and it shall be deemed to be effective from the Appointed
Date (as in the Scheme). The Scheme shall be operative only in the sequence and in order set out below:
I. Amalgamation of First Pass and GigaCom with and into MosChip;
ii. Transfer of the authorised share capitals of First Pass and GigaCom to MosChip;
iii. Issue and allotment of fully paid up equity shares of MosChip to the shareholders of First Pass and GigaCom; and
iv. Dissolution of First Pass and GigaCom without winding-up, MosChip shall make all requisite applications and
take all steps to procure the listing of the newly issued shares (pursuant to the step outlined in (iii) above) on the BSE.
Following the completion of the steps outlined above, the shareholders of First Pass shall be issued 46,65,070 equity
shares of MosChip and the shareholders of GigaCom shall be issued 22,34,000 equity shares of MosChip. Upon the
amalgamation becoming effective, the entire businesses of First Pass and GigaCom will vest in MosChip.
The Scheme is subject to the approval of the shareholders, the creditors, the BSE, SEBI and the National Company
Law Tribunal (NCLT).

74
 PROCEDURE

Transferee Company shall issue and allot equity shares to the shareholders of Transferor Companies as per the
share exchange ratio set out in the Scheme as on the record date.

ELIGIBILITY
Whether the Company is compulsorily required to allot at least 75% of the net offer to public, to institutional
buyers – No.
Since the Equity Shares are proposed to be allotted pursuant to the Scheme, eligibility conditions in compliance with
the SEBI Circular and in accordance with Abridged Prospectus as provided in Part E of Schedule VI of the Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, to the extent
applicable.
The equity shares sought to be listed are proposed to be allotted by the listed issuer to the shareholders of unlisted
entities pursuant to the Scheme to be sanctioned by the NCLT under Section 230-232 of the Companies Act, 2013.
Persons who are shareholders of First Pass and GigaCom (Transferor Companies) as on the record date to be
by the Board of Directors of the Transferor Companies and in consultation with the Board of Directors of the
Transferee Company, post effectiveness of the Scheme, shall be eligible to receive equity shares of the Transferee
Company, pursuant to the share exchange ratio‘s set out in the Scheme.

INDICATIVE TIMELINE

Scheme requires approval of various regulatory authorities including and primarily, the NCLT, the time frame cannot
be established with certainty. However, in general, it may take 3 to 5 months after the shareholders' meeting.

GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest their
funds unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors
carefully before taking an investment decision. For taking an investment decision, investors must rely on their own
examination of the Companies involved in the Scheme, including the risks involved. The equity shares have not
been recommended or approved by SEB, nor does SEBI guarantee the accuracy or adequacy of the contents of this
Abridged Prospectus. attention of the investors is invited to the section titled ―Internal Risk Factors‖ at
Page 7 of this Abridged Prospectus. Not applicable as the offer is not for public at large.

PRICE INFORMATION OF LEAD MANAGER

Not Applicable, since the proposed issue of equity shares by MosChip is only to the shareholders of First Pass and
GigaCom and doesn‘t involve issue any equity shares to the public at large.

NAME OF THE CURRENT STATUTORY AUDITORS

S.T. Mohite& Co.,
Chartered Accountants.
G5, B-Block, Paragon Venkatadri Apartments, 3-4-812, Street No.1, Barkatpura,
Hyderabad, Telangana- 500027
Mob. No.: +91 9848994508

75
 TABLE OF CONTENTS
S.No Particulars Page No.
1. Promoters of GigaCom 3
2. Business Model/Business Overview and Strategy 4
3. Board of Directors 4
4. Shareholding Pattern prior to the Scheme (as on March 31, 2019) 5
5. Audited Financial Information 5
6. Internal Risk Factors 6
7. Summary of Outstanding Litigations, Claims and Regulatory Actions 6
8. Rationale for the Scheme 5
9. Declaration 7

PROMOTERS OF GIGACOM
The promoters of the GigaCom are (i)Venkata Sudhakar Simhadri.(ii)Kondaveeti Venkata Giri Babu
Shareholding of the Promoters in GigaCom(as on March 31, 2019)

S.No Name of the Promoters No. of Shares held % Holding

1. Venkata Sudhakar Simhadri 9,999 99.999
2. Kondaveeti Venkata Giri Babu 1 0.001
Total 10,000 100.000
The promoters together currently hold 10,000 equity shares of GigaCom as equivalent to 100% of the pre-merger
issued, subscribed and paid-up equity share capital of the GigaCom.
Details of Promoters:
The details of the individual promoters of GigaCom are set out below:
(I) Mr. Venkata Sudhakar Simhadri
Mr. Venkata Sudhakar Simhadri is a serial entrepreneur and proven executive in the semiconductor industry. He
currently works as Managing Director and CEO of MosChip. He has been a Director of GigaCom since its
incorporation, He is also founder of GigaCom and Gigacom Semiconductor LLC. He is also a Director of (i) MosChip
Institute of Silicon Systems Private Limited (subsidiary company of MosChip) (ii) Y2Y Signals Private Limited (iii)
Advanced System in Package Technologies Private Limited and (iv) ASIP Equity Private Limited. Mr. Venkata has 30
years of experience, primarily working in the USA and India region. He did his B.E. from Andhra University and MS
from New Jersey Institute of Technology (NJIT).
(ii) Mr. Kondaveeti Venkata Giri Babu
Mr.
development in Very Large Scale Integration (VLSI) industry and is an expertise on the operations front. Prior to Co-
founding First Pass Semiconductors, he has worked with InfoTech Enterprises Limited and TTM India Pvt Ltd under
the position of GM-Operations. He holds a bachelor's degree from Osmania University.
Presently he is in charge of the operations and management at MosChip Institute of Silicon Systems Private Limited.
He is presently director in (i) First Pass (ii) GigaCom and (iii) MosChip Institute of Silicon Systems Private Limited.

BUSINESS MODEL/BUSINESS OVERVIEW AND STRATEGY

GigaCom is a private company, limited by shares, incorporated on September 12, 2012 with the Registrar of
Companies, Hyderabad under the provisions of the Companies Act, 1956 with the Corporate Number
(CIN) U74999AP2012PTC104865. The registered of GigaCom was situated at 8th Floor, MVR Vinayagar Trade
Center, VIP Road CBM Compound, Asilmetta Visakhapatnam, Andhra Pradesh-530003.
GigaCom is authorized by its Memorandum of Association to carry on the business of
(I) To
Integrated Circuit (ASIC) layout designs for commercial purposes, to develop Software related thereto and to
render, offer other Information Technology enable services whether in India or abroad.

76
 (ii) To carry on the business of development, design, trade, buy, sell, hire, import, export and deal in all types of

(ASIC), visual display units, printers, calculators, all types of integrated circuits, add-on cards printed circuit
boards, computer components, subassemblies and other electronic items-thereof.
(the main objectives of GigaCom are given in Explanatory statement to the Notice of Shareholders)
From the effective date, the Transferee Company shall carry on and shall be authorized to carry on the
businesses of the Transferor Companies.

BOARD OF DIRECTORS
S. Name Designation Experience including current/past positions held
No (Independent/Whole
Time/
Executive/Nominee)
1. Mr. Venkata Non-Executive Director Mr. Venkata Sudhakar Simhadri is a serial entrepreneur and
Sudhakar proven executive in the semiconductor industry. He currently
Simhadri works as Managing Director and CEO of MosChip He has been a
Director of GigaCom since its incorporation, he is also founder of
GigaCom and Gigacom Semiconductor LLC. He is also a
Director of (i) MosChip Institute of Silicon Systems Private Limited
(subsidiary company of MosChip) (ii) Y2Y Signals Private Limited
(iii) Advanced System in Package Technologies Private Limited
and (iv) ASIP equity private Limited. Mr. Venkata has 30 years of
experience, primarily working in the USA and India region. He did
his B.E. from Andhra University and MS from New Jersey Institute
of Technology (NJIT).

2. Mr. Kondaveeti Non-Executive Director Mr. Kondaveeti Venkata Giri Babu has over 15 years of experience
Venkata Giri Babu
industry and is an expert on the operations front. Prior to Co-
founding First Pass Semiconductors, he has worked with InfoTech
Enterprises Limited and TTM India Pvt Ltd under the position of
GM-Operations. He holds a bachelor's degree from Osmania
University.
Presently he is in charge of the operations and management at
MosChip Institute of Silicon Systems Private Limited. He is
presently director in (i) First Pass (ii) GigaCom and (iii) MosChip
Institute of Silicon Systems Private Limited.

OBJECTS / RATIONALE OF THE SCHEME OF AMALGAMATION

The Scheme involves the amalgamation of First Pass and GigaCom with and into MosChip. The management of each

(I) The Transferor Companies and the Transferee Company are engaged in the same line of business namely
Semiconductor design services. The Transferee Company proposes to acquire the Transferor Companies to
expand its scale of business, customer reach and geographical spread. The Transferor Companies have the
requisite talent pool which will enhance the skill sets of the transferee Company‘s business.
(ii) The amalgamation of the Companies will facilitate in providing a complete suite of Semiconductor design services

synergy between all the Companies to further the business prospects and provide a strong and focused base to
undertake the business more advantageously. The amalgamation will have results for the amalgamating
companies, their stakeholders and all concerned.
(iii) The synergies created by the scheme of arrangement would increase the organizational capability, the project
execution abilities, the operational arising from pooling of human capital and leadership having vast
experience as well as divergent to compete in an increasingly globalized and competitive industry.

77
(iv) The proposed arrangement will strengthen the ‗MosChip‘ brand, leading to a stronger market presence with
expanded footprint, and providing customers with seamless experience, thus strengthening its position in the
industry, in terms of the asset base, revenues, product and service range.
(v) Scheme provides for the amalgamation of the Transferor Companies with the Transferee Company and the
consequent treatment of assets and liabilities of respective Companies in the manner provided for in the Scheme
Details and reasons for non-deployment or delay in deployment of proceeds or changes in utilization of issue
proceeds of past public issues/rights issues, if any, of the Company in the preceding I 0 years - Not Applicable
Name of monitoring agency, if any : Not applicable.
Terms of issuance of convertible security, if any- Not applicable

SHAREHOLDING PATTERN PRIOR TO THE SCHEME (AS ON MARCH 31, 2019)

S. No Particulars Number of Shares % holding of share capital
1. Promoters and Promoters Group 10,000 100%
2. Public NIL NIL
Total 100%

AUDITED FINANCIAL INFORMATION OF GIGACOM

(All amounts in Rs. lakhs, except as stated otherwise)

S. No Particulars For the year ended
March March March March March31,
31, 2019 31, 2018 31, 2017 31, 2016 2015
1 Total income from operations (net) 547.73 398.93 291.65 199.02 143.24
2 Net (Loss) before tax and 25.88 50.30 12.76 16.10 -7.82
extraordinary items
3 Net (Loss) after tax and 10.92 36.40 8.86 15.09 -8.08
extraordinary items
March March March March March31,
31, 2019 31, 2018 31, 2017 31, 2016 2015
4 Equity Share Capital (issued, subscribed 1.00 1.00 1.00 1.00 1.00
and paid up share capital)
5 Reserves & Surplus 62.77 51.86 15.46 6.37 -8.72
6 Net worth 63.77 52.86 16.46 7.37 -7.72
7 Basic earnings per share (Rs.) 109.15 363.98 88.56 150.91 -80.75
8 Diluted earnings per share (Rs.) 109.15 363.98 88.56 150.91 -80.75
9 Return on net worth (%) 17% 69% 54% 205% 105%
10 Net asset value per share (Rs.) 637.72 528.57 164.59 73.71 -77.20

Notes:
1. Networth has been calculated by adding the balance of Equity Share Capital and Reserves and Surplus
2. Return on networth (%) has been calculated by applying the following formula: Net after tax and
extraordinary items divided by networth multiplied by 100
3. Net asset value per share has been calculated by adding the equity share capital and reserves and surplus and
dividing the same by number of shares outstanding.

78
 INTERNAL RISK FACTORS
1. Implementation of the Scheme completely depends on the approval of Regulatory Authorities. Any
or revision in the Scheme by the competent authorities may delay the completion of the process.
2. Equity Shares to be issued pursuant to the Scheme by shall be listed on BSE Limited, which would be subject
to approvals from the said Stock Exchange.
3. If we are unable to manage the synergies arising out of the Scheme of Amalgamation, our post-merger
business, cash condition and prospects may be adversely affected.
4. If we are unable to accurately forecast demand for our business, cash condition, prospects
may be adversely affected.
5. Slowdown in the industry could impact the Company‘s business sustain ability.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

A. Total number of outstanding litigations against the company and amount involved: Nil
B. Brief details of top 5 material outstanding litigations against the company and amount involved: Nil
C. Regulatory Action, if any- disciplinary action taken by SEBI or stock exchanges against the Promoters in
last 5 years including outstanding action, if any: Nil
D. Brief details of outstanding criminal proceedings against Promoters: Nil

ANY OTHER IMPORTANT INFORMATION AS PER THE COMPANY

This Abridged Prospectus does not purport to include the complete information of GigaCom including its business,
operations, assets and liabilities. Nothing in this Abridged Prospectus constitutes an offer or an invitation by or on
behalf of either the Transferor Companies or the Transferee Company to subscribe for or purchase any of the
securities of Transferee Company.

DECLARATION BY GIGACOM
We hereby declare that all the relevant provisions of the Companies Act, 1956 and the Companies Act, 2013 and the
guidelines/regulations issued by Government of India or the guidelines/regulations issued by the SEBI, established
under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statement made in the Abridged Prospectus is contrary to the provisions of the Companies Act, 1956,
the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or
regulations issued there under, as the case may be. We further certify that all statements in the Abridged Prospectus
are true and correct.

FOR GIGACOM SEMICONDUCTOR PRIVATE LIMITED

Venkata Giri Babu Kondaveeti

Director
DIN: 05310031

Date: 30-07-2019
Place: Visakhapatnam

79
 PRIVATE AND CONFIDENTIAL - ABRIDGED PROSPECTUS
FOR THE PRIVATE CIRCULATION TO THE SHAREHOLDERS OF
MOSCHIP TECHNOLOGIES LIMITED

In the nature of Abridged Prospectus – Memorandum containing the salient features of the proposed Scheme of
Amalgamation involving First Pass Semiconductors Private Limited ( ―Transferor Company-1‖ or ―First Pass‖) and
Gigacom Semiconductor Private Limited (―Transferor Company-2‖ or ―Gigacom‖) with Moschip Technologies
Limited (―Transferee Company‖ or ―MosChip‖) and their respective Shareholders and Creditors under Section 230
to 232 of the Companies Act, 2013 read with other applicable provisions and rules thereunder (the ―Scheme‖), which
is being issued pursuant to the SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (―SEBI Circular‖)
issued by the Securities and Exchange Board of India (SEBI). The Scheme is available on the website of the BSE
Limited (‗BSE‘) at www.bseindia.com. Nothing in this document constitutes an offer or an invitation by or on behalf of
MosChip, First Pass or Gigacom to subscribe to or purchase any of the securities of First Pass.
This document contains information to the extent applicable pertaining to First Pass as per the format prescribed in
Part E of Schedule VI of the Securities and Exchange Board of India (Issue and Capital and Disclosure
Requirements) Regulations, 2018 and in compliance with paragraph 1.A.3(a) of Annexure I of the SEBI Circular.

THIS ABRIDGED PROSPECTUS CONTAINS 8 PAGES.

PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.
This disclosure document dated 30th July, 2019 should be read together with the Scheme and the notice to the
Shareholders of MosChip in connection with the Scheme.

FIRST PASS SEMICONDUCTORS PRIVATE LIMITED

Plot No. 11, 2nd Floor, Galton Center, Shilpi Valley, Madhapur, Hyderabad, Telangana - 500081.
Tel: +91 40 4025 8899, Email ID: -semi.com
Contact Person: Mr. Kondaveeti Venkata Giri Babu
Website: rstpass-semi.com
CIN: U72200TG2010PTC071071.

PROMOTERS OF FIRST PASS

(I) Kondaveeti Venkata Giri Babu (ii) Kakumanu Srinivasa Rao and (iii) Venkata Sudhakar Simhadri

DETAILS OF THE SCHEME

The Scheme Amalgamation of First Pass and GigaCom (both unlisted entities) (together, the Transferor Companies)
with and into MosChip.
The Scheme contemplates the following sequence of events and it shall be deemed to be effective from the Appointed
Date (as in the Scheme). The Scheme shall be operative only in the sequence and in order set out below:
i. Amalgamation of First Pass and GigaCom with and into MosChip;
ii. Transfer of the authorised share capitals of First Pass and GigaCom to MosChip;
iii. Issue and allotment of fully paid up equity shares of MosChip to the shareholders of First Pass and GigaCom; and
iv. Dissolution of First Pass and GigaCom without winding-up, MosChip shall make all requisite applications and take
all steps to procure the listing of the newly issued shares (pursuant to the step outlined in (iii) above) on the BSE.
Following the completion of the steps outlined above, the shareholders of First Pass shall be issued 46,65,070
equity shares of MosChip and the shareholders of GigaCom shall be issued 22,34,000 equity shares of
MosChip. Upon the amalgamation becoming effective, the entire businesses of First Pass and GigaCom will
vest in MosChip.
The Scheme is subject to the approval of the shareholders, the creditors, the BSE, SEBI and the National
Company Law Tribunal (NCLT).

80
 PROCEDURE

Transferee Company shall issue and allot equity shares to the shareholders of Transferor Companies as per the
share exchange ratio set out in the Scheme as on the record date.

ELIGIBILITY
Whether the Company is compulsorily required to allot at least 75% of the net offer to public, to institutional
buyers – No.
Since the Equity Shares are proposed to be allotted pursuant to the Scheme, eligibility conditions in compliance with
the SEBI Circular and in accordance with Abridged Prospectus as provided in Part E of Schedule VI of the Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, to the extent
applicable.
The equity shares sought to be listed are proposed to be allotted by the listed issuer to the shareholders of unlisted
entities pursuant to the Scheme to be sanctioned by the NCLT under Section 230-232 of the Companies Act, 2013.
Persons who are shareholders of First Pass and GigaCom (Transferor Companies) as on the record date to be
by the Board of Directors of the Transferor Companies and in consultation with the Board of Directors of the
Transferee Company, post effectiveness of the Scheme, shall be eligible to receive equity shares of the Transferee
Company, pursuant to the Share Exchange Ratio‘s set out in the Scheme.

INDICATIVE TIMELINE

Scheme requires approval of various regulatory authorities including and primarily, the NCLT, the time frame cannot
be established with certainty. However, in general, it may take 3 to 5 months after the shareholders' meeting.

GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest their
funds unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors
carefully before taking an investment decision. For taking an investment decision, investors must rely on their own
examination of the Companies involved in the Scheme, including the risks involved. The equity shares have not
been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of the
this Abridged Prospectus. c attention of the investors is invited to the section titled ―Internal Risk Factors‖ at
Page 7 of this Abridged Prospectus. Not applicable as the offer is not for public at large.

PRICE INFORMATION OF LEAD MANAGER

Not Applicable, since the proposed issue of equity shares by MosChip is only to the shareholders of First Pass and
GigaCom and doesn‘t involve issue any equity shares to the public at large.

NAME OF THE CURRENT STATUTORY AUDITORS

S.T. Mohite& Co.,
Chartered Accountants.
G5, B-Block, Paragon Venkatadri Apartments, 3-4-812, Street No.1, Barkatpura,
Hyderabad, Telangana- 500027
Mob. No.: +91 9848994508

81
 TABLE OF CONTENTS
S.No Particulars Page No.
1. Promoters of First Pass 3
2. Business Model/Business Overview and Strategy 4
3. Board of Directors 4
4. Shareholding Pattern prior to the Scheme (as on March 31, 2019) 6
5. Audited Financial Information 6
6. Internal Risk Factors 7
7. Summary of Outstanding Litigations, Claims and Regulatory Actions 7
8. Rationale for the Scheme 5
9. Declaration 8

PROMOTERS OF FIRST PASS

The promoters of the First Pass are (I) Kondaveeti Venkata Giri Babu (ii) Kakumanu Srinivasa Rao and (iii) Venkata
Sudhakar Simhadri.
Shareholding of the Promoters in First Pass (as on March 31, 2019)
S.No Name of the Promoters No. of Shares held % Holding
1. Kondaveeti Venkata Giri Babu 3,37,500 27.00
2. Kakumanu Srinivasa Rao 5,58,750 44.70
3. Venkata Sudhakar Simhadri 1,25,000 10.00
Total 10,21,250 81.70
The promoters together currently hold 10,21,250 equity shares of First Pass equivalent to 81.70 % of the pre-merger
issued, subscribed and paid-up equity share capital of the First Pass.
Details of Promoters:
The details of the promoters of First Pass are set out below:
(I) Mr. Kondaveeti Venkata Giri Babu
Mr.
development in Very Large Scale Integration (VLSI) industry and is an expert on the operations front. Prior to Co-
founding First Pass Semiconductors, he has worked with InfoTech Enterprises Limited and TTM India Pvt Ltd under
the position of GM-Operations. He holds a bachelor's degree from Osmania University.Presently he is in charge of
the operations and management at MosChip Institute of Silicon Systems Private Limited. He is presently director in
(i) First Pass (ii) GigaCom and (iii) MosChip Institute of Silicon Systems Private Limited.
(ii) Mr. Kakumanu Srinivasa Rao
Mr. Kakumanu Srinivasa Rao (KS) comes with more than 20 years of experience in the Semiconductor industry sector.
Not only has he co-founded First Pass Semiconductors Pvt Ltd in November, 2010, but over the past 20+ years, KS has
been involved in more than 90 ASIC tape outs with respect to Communication, Networking, Consumer and Computing
industries. Before First Pass KS worked as a General Manager for the VLSI group at InfoTech Enterprises in India. Even
before that, KS worked for TTM Inc., San Jose, US; TTM India Pvt. Ltd., Hyderabad, India (TTM was acquired by
Infotech in Sept, 2008); Ikanos Communications, Fremont, US; QualCore Logic Ltd, India and Hindustan Aeronautics
Limited, Hyderabad, India etc.
KS also stays in touch with his professional teaching side by actively teaching Digital Design and Physical Design at
Institute of Silicon Systems Pvt Ltd, Hyderabad, India. KS has worked in the US for about 7 years between 2000-2007
with TTM Inc., and Ikanos Communications. He has earned his degree of Bachelor of Engineering in Electronics and
Communication Engineering from University College of Engineering, Osmania University, Hyderabad, India.
(iii) Mr. Venkata Sudhakar Simhadri
Mr. Venkata Sudhakar Simhadri is a serial entrepreneur and proven executive in the semiconductor industry. He
currently works as Managing Director and CEO of MosChip He has been a Director of GigaCom since its
incorporation, He is also founder of GigaCom and Gigacom Semiconductor LLC. He is also a Director of (i) MosChip
Institute of Silicon Systems Private Limited (subsidiary company of MosChip) (ii) Y2Y Signals Private Limited (iii)
Advanced System in Package Technologies Private Limited and (iv) ASIP equity private Limited. Mr. Venkata has 30
years of experience, primarily working in the USA and India region. He did his B.E. from Andhra University and MS
from New Jersey Institute of Technology (NJIT).

82
 BUSINESS MODEL/BUSINESS OVERVIEW AND STRATEGY
First Pass is a private company, limited by shares, incorporated on November 03, 2010 with the Registrar of
Companies, Hyderabad under the provisions of the Companies Act, 1956 with the Corporate Number
(CIN) U72200TG2010PTC071071. The registered of First Pass is situated at Plot No. 11, 2nd Floor, Galton
Center, Shilpi Valley, Madhapur, Hyderabad, Telangana - 500081.
First Pass is authorized by its Memorandum of Association to carry on the business of

education and commercial purposes and to develop software related hereto.

ineering and Very Large Scale Integrated
Designs (VLSI) using Computer Aided Design (CAD) Tools and to offer consultancy services in related areas.
(First Pass is engaged in the business of Semiconductor design services, the full objectives of First Pass are
given in Explanatory statement to the Notice of Shareholders) from the effective date, the Transferee Company
shall carry on and shall be authorized to carry on the businesses of the Transferor Companies.

BOARD OF DIRECTORS
S. Name Designation Experience including current/past positions held
No (Independent/Whole
Time/
Executive/Nominee)
1. Mr. Managing Director Mr. Kakumanu Srinivasa Rao (KS) comes with more than 20 years of
Kakumanu experience in the Semiconductor industry sector. Not only has he
Srinivasa Rao. co-founded First Pass Semiconductors Pvt Ltd in November,
2010, but over the past 20+ years, KS has been involved in more
than 90 ASIC tape outs with respect to Communication,
Networking, Consumer and Computing industries. Before First
Pass KS worked as a General Manager for the VLSI group at
InfoTech Enterprises in India. Even before that, KS worked for TTM
Inc., San Jose, US; TTM India Pvt. Ltd, Hyderabad, India (TTM was
acquired by Infotech in Sept, 2008); Ikanos Communications,
Fremont, US; QualCore Logic Ltd, India and Hindustan
Aeronautics Limited, Hyderabad, India etc. KS also stays in touch
with his professional teaching side by actively teaching Digital
Design and Physical Design at Institute of Silicon Systems Pvt Ltd,
Hyderabad, India. KS has worked in the US for about 7 years
between 2000-2007 with TTM Inc., and Ikanos Communications.
He has earned his degree of Bachelor of Engineering in
Electronics and Communication Engineering from University
College of Engineering, Osmania University, Hyderabad, India.
2. Mr. Director Mr. Kondaveeti Venkata Giri Babu has over 15 years of experience
Kondaveeti
Venkata Giri Babu industry and is an expert on the operations front. Prior to Co
founding First Pass Semiconductors, he has worked with InfoTech
Enterprises Limited and TTM India Pvt Ltd under the position of
GM-Operations. He holds a bachelor's degree from Osmania
University.
Presently he is in charge of the operations and management at
MosChip Institute of Silicon Systems Private Limited. He is
presently director in (i) First Pass (ii) GigaCom and (iii) MosChip
Institute of Silicon Systems Private Limited.
3. Mr. Jayaram Non-Executive Director Mr. Jayaram Susarla is a Chartered Accountant with 13+ years of
Susarla
treasury, taxation, auditing, reporting, compliance, Merger &

83
 Acquisition, and Investor Relations. Mr. Jayaram Susarla is
presently associated with MosChip as Chief Financial
Prior to MosChip, he was associated with Star India Private Limited
– MAA TV for over 4 years as Finance Controller (AVP-Finance &
Accounts). During his career Mr. Jayaram worked with DQ
Entertainment (International) Limited as Deputy General Manager
and with KPMG India & Middle East in Audit & Advisory.
Presently he is director in (i) First Pass (ii) MosChip Institute of
Silicon Systems Private Limited and (iii) Maven Systems Private
Limited.
4. Mr. Suresh Non-Executive Director Mr. Suresh Bachalakura is having around 8 years of experience in
Bachalakura secretarial, legal, mergers & acquisitions. He is presently working

member of ICSI and obtained MBA Degree in Finance from

Osmania University and bachelor‘s Degree in Commerce from
Kakatiya University. Presently he is director in (i) First Pass and (ii)
Maven Systems Private Limited.

OBJECTS / RATIONALE OF THE SCHEME OF AMALGAMATION

The Scheme involves the amalgamation of First Pass and GigaCom with and into MosChip. The management of each

(I) The Transferor Companies and the Transferee Company are engaged in the same line of business namely
Semiconductor design services. The Transferee Company proposes to acquire the Transferor Companies to
expand its scale of business, customer reach and geographical spread. The Transferor Companies have the
requisite talent pool which will enhance the skill sets of the Transferee Company‘s business.
(ii) The amalgamation of the Companies will facilitate in providing a complete suite of Semiconductor design services

synergy between all the Companies to further the business prospects and provide a strong and focused base to
undertake the business more advantageously. The amalgamation will have results for the amalgamating
companies, their stakeholders and all concerned.
(iii) The synergies created by the scheme of arrangement would increase the organizational capability, the project
execution abilities, the operational arising from pooling of human capital and leadership having vast
experience as well as divergent to compete in an increasingly globalized and competitive industry.
(iv) The proposed arrangement will strengthen the ‗MosChip‘ brand, leading to a stronger market presence with
expanded footprint, and providing customers with seamless experience, thus strengthening its position in the
industry, in terms of the asset base, revenues, product and service range.
(v) Scheme provides for the amalgamation of the Transferor Companies with the Transferee Company and the
consequent treatment of assets and liabilities of respective Companies in the manner provided for in the Scheme.
Details and reasons for non-deployment or delay in deployment of proceeds or changes in utilization of issue
proceeds of past public issues/rights issues, if any, of the Company in the preceding I 0 years - Not Applicable
Name of monitoring agency, if any: Not applicable
Terms of issuance of convertible security, if any- Not applicable

SHAREHOLDING PATTERN PRIOR TO THE SCHEME (AS ON MARCH 31, 2019)

S. No Particulars Number of Shares % holding of share capital
1. Promoter and Promoter Group 10,21,250 81.70%
2. Public 2,28,750 18.30%
Total 12,50,000 100.00%

84
 AUDITED FINANCIAL INFORMATION OF FIRST PASS
(All amounts in Rs. lakhs, except as stated otherwise)
S. No Particulars For the year ended
March March March March March
31, 2019 31, 2018 31, 2017 31, 2016 31, 2015
1 Total income from operations (net) 2,027.34 1,252.24 948.57 610.52 450.42
2 Net (Loss) before tax and 114.51 81.52 99.66 114.64 72.33
extraordinary items
3 Net (Loss) after tax and 66.31 56.84 58.98 76.59 49.94
extraordinary items
March March March March March
31, 2019 31, 2018 31, 2017 31, 2016 31, 2015
4 Equity Share Capital (issued, subscribed 125.00 125.00 125.00 125.00 25.00
and paid up share capital)
5 Reserves & Surplus 319.46 253.16 196.31 137.33 160.74
6 Net worth 444.46 378.16 321.31 262.33 185.74
7 Basic earnings per share (Rs.) 5.30 4.55 4.72 6.13 19.98
8 Diluted earnings per share (Rs.) 5.30 4.55 4.72 6.13 19.98
9 Return on net worth (%) 15% 15% 18% 29% 27%
10 Net asset value per share (Rs.) 35.56 30.25 25.71 20.99 74.30
Notes:
1. Networth has been calculated by adding the balance of Equity Share Capital and Reserves and Surplus
2. Return on networth (%) has been calculated by applying the following formula: Net after tax and
extraordinary items divided by networth multiplied by 100
3. Net asset value per share has been calculated by adding the equity share capital and reserves and surplus and
dividing the same by number of shares outstanding.

INTERNAL RISK FACTORS

1. Implementation of the Scheme completely depends on the approval of Regulatory Authorities. Any
or revision in the Scheme by the competent authorities may delay the completion of the process.
2. Equity Shares to be issued pursuant to the Scheme by shall be listed on BSE Limited, which would be subject to
approvals from the said Stock Exchange.
3. If we are unable to manage the synergies arising out of the Scheme of Amalgamation, our post-merger
business, cash condition and prospects may be adversely affected.
4. If we are unable to accurately forecast demand for our business, cash condition, prospects may
be adversely affected.
5. Slowdown in the industry could impact the Company‘s business sustainability.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

A. Total number of outstanding litigations against the company and amount involved: Nil
B. Brief details of top 5 material outstanding litigations against the company and amount involved: Nil
C. Regulatory Action, if any- disciplinary action taken by SEBI or stock exchanges against the Promoters in
last 5 years including outstanding action, if any: Nil
D. Brief details of outstanding criminal proceedings against Promoters: Nil

85
 ANY OTHER IMPORTANT INFORMATION AS PER THE COMPANY
This Abridged Prospectus does not purport to include the complete information of First Pass, including its business,
operations, assets and liabilities. Nothing in this Abridged Prospectus constitutes an offer or an invitation by or on
behalf of either the Transferor Companies or the Transferee Company to subscribe for or purchase any of the
securities of Transferee Company.

DECLARATION BY FIRST PASS

We hereby declare that all the relevant provisions of the Companies Act, 1956, the Companies Act, 2013 and the
guidelines/regulations issued by Government of India or the guidelines/regulations issued by the SEBI, established
under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied
with and no statement made in the Abridged Prospectus is contrary to the provisions of the Companies Act, 1956,
the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or
regulations issued there under, as the case may be. We further certify that all statements in the Abridged Prospectus
are true and correct.

For FIRST PASS SEMICONDUCTORS PRIVATE LIMITED

Kakumanu Srinivasa Rao

Whole-time Director
DIN: 06726305

Date: 30-07-2019
Place: Hyderabad

86
 IN THE NATIONAL COMPANY LAW TRIBUNAL ANNEXURE - 9
HYDERABAD BENCH, HYDERABAD

CA (CAA) NO. 165/230/HDB/2019

U/s 230 to 232 of the Companies Act, 2013
R/w Rule 3 of Companies (Compromises,
Arrangements and Amalgamations) Rules, 2016.

IN THE MATTER OF

M/s. First Pass Semiconductors Private Limited

(‗First Applicant/Transferor Company 1‘)

AND

M/s. Giga Com Semiconductor Private Limited

(‗Transferor Company 2‘)

AND

M/s MosChip Semiconductor Technology Limited

(Transferee Company‘)

AND

Their respective Shareholders and Creditors

M/s. First Pass Semiconductors Private Limited

Having its Registered Office at
Plot No.11, 2"― Floor, Gaiton Centre,
Shilpi Valley, Madhapur,
Hyderabad — S00 O81, Telangana
Represented by its Whole Time Director
Mr. Venkata Giri Babu Kondaveeti.
..... The First Applicant/
Transferor Company 1
AND
M/s. MosChip Semiconductor Technology Limited
Having registered office at
Plot No.83 & 84, 2"― Floor, Punnaiah Plaza,
Road No.2, Banjara Hills, Hyderabad — 500 034

87
Telangana.
Rep. by its Managing Director & CEO
Mr. Venkata Sudhakar Simhadri
.... The Second Applicant
/Transferee Company
Date of order: 22.07.2019
Coram:
Hon‘ble Shri Ratakonda Murali, Member (Judicial)
Counsels / Parties Present
For the Applicants : Shri V.B.RAJU for Shri V.S.RAJU, Advocate
Per: Hon'ble Shri Ratakonda Murali, Member (Judicial)
Heard on: 10.07.2019
ORDER

1. This is a joint Application filed on behalf M/s First Pass Semiconductors Private Limited (hereinafter referred to as
―the First Applicant /Transferor Company") and M/s MosChip Technology Limited (hereinafter referred to as ―
Second Applicant/Transferee Company‖) under Section 230-232 of the Companies Act, 2013, praying for an
order for dispensation of holding of meetings of equity shareholders, Secured Creditors and Unsecured Creditors
of the First Applicant/ Transferor Company 1 , and to dispense with meeting of the secured creditors of the Second
Applicant/ Transferee Company and to hold the meeting of the equity shareholders and unsecured creditors of
the Second Applicant/ Transferee Company in terms of Scheme of 3 Amalgamation annexed here with as
Annexure- J and shown at pg:434-454 in this Application.
2. The averments made in the application are described here under:
A. M/s First Pass Semiconductors Private Limited (hereinafter referred to as ―First Pass‖ or ―Transferor
Company -1") was registered as a company under the name and style of First Pass Semiconductors
Private Limited on 3rd day of November, 2010 under Corporate Identity No. U72200AP2010PTC071071 of
2010-2011.
B. The First Applicant/ Transferor Company 1 is engaged in the business of designing, developing, altering,
buying, selling, exchanging, distributing, marketing and generally dealing in all kinds of Computer
Software Construction and deals in properties. A copy of the Memorandum and Articles of Association of
the First Applicant Company is annexed hereto as Annexure - A.
C. The authorized, issued, subscribed and paid-up share capital of the First Applicant/ Transferor Company 1
as on 31st March, 2018 is as under:

Particulars Rupees (INR)

Authorised Share Capital
15,00,000 Equity Shares of Rs.10/-each 1,50,00,0O0
Total 1,50,00,000
Issued, Subscribed and
Paid-up Share Capital
12,50,000 Equity Shares of
Rs.10/- each fully paid-up 1,25,00,000
Total 1,25,00,000
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 First Applicant Company. A copy of the Audited Statements of
Account as on 31st March, 2018 and unaudited accounts as on 31.01.2019 of the Transferor Company—1
are annexed hereto as Annexure-B.

88
 D. M/s MosChip Technology Limited, formerly known as MosChip Semiconductor Technology Limited
(hereinafter referred to as ―MosChip" or ―Transferee Company ‖) was incorporated on 27th July 1999 under
the Companies Act, 1956 in the then State of Andhra Pradesh and its Corporate Identity Number is
L31909TG1999PLC032184.
E. The Second Applicant / Transferee Company is engaged in the business to render consultancy, training
and professional services.
F. A copy of the Memorandum and Articles of Association of the Transferor Company-2 is annexed hereto as
Annexure — E.
G. The authorized, issued, subscribed and paid-up share capital of the Applicant/Transferee Company as on
31st March, 2018 was as under:
No. of Shares Amount in
of Rs.2/- each Rs.
Authorised Capital
Equity shares of Rs.02/- each 275,155,000 550,310,000
Issued, Subscribe and Paid up capital:
As on 31-03-2018: Equity shares of Rs.02/- each 131,576,815 263,153,630
Additions to Issued, Subscribed and
Paid up capital after 31st March, 2018.
Equity shares allotted to promoters pursuant to conversion 6,074,240 12,148,480
of warrants on preferential basis on 17th April, 2018.
Equity shares allotted to promoters on preferential 400,000 800,000
basis as on 28th July, 2018.
67,00,000 equity shares allotted to non promoters on 6,700,000 13,400,000
preferential basis as on 18th October, 2018.
2,76,500 equity shares allotted to employees of the Transferee 276,500 553,000
Company pursuant to exercise of ESOP as on 26th October, 2018.
22,22,222 equity shares allotted to non promoters pursuant 2,222,222 44,44,444
to conversion of equal number of warrants on preferential
basis as on 11th December, 2018.
Issued, Subscribe and Paid up capital as on 31-12-2018. 147,249,777 294,499,554

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 Second Applicant Company. A copy of the Audited Statements of
Account as on 31st March, 2018 and Un- audited Balance Sheet as on 31st December, 2018 are annexed
hereto as Annexure-F.
3. The Board of Directors of the Applicant Companies in their respective Board Meetings held on 23.07.2018 have
approved the Scheme of Amalgamation of M/s First Pass Semiconductors Private Limited and M/s Gigacom
Semiconductor Private Limited with M/s Moschip Technology Limited. Certified copy of the above Board
Resolutions are annexed hereto and marked as Annexure — G & I.
4. Rationale for the Proposed Scheme:
a. The Transferor Companies and the Transferee Company are engaged in the same line of business namely
Semiconductor design services. The Transferee Company proposes to acquire the Transferor Companies
to expand its scale of business, customer reach and geographical spread. The Transferor Companies have
the requisite talent pool which will enhance the skill sets of the transferee Company's business.
b. The amalgamation of the Companies will facilitate in providing a complete suite of Semiconductor design
services to customers thus augmenting the business and overall profitability. The amalgamation will
ensure a complete synergy between all the Companies to further the business prospects and provide a
strong and focused base to undertake the business more advantageously. The amalgamation will have
beneficial results for the amalgamating companies, their stakeholders and all concerned.

89
 c. The synergies created by the scheme of arrangement would increase the organizational capability, the
project execution abilities, the operational efficiencies arising from pooling of human capital and
leadership having vast experience as well as divergent to compete in an increasingly globalized and
competitive industry.
d. The proposed arrangement will strengthen the ‗MosChip‘ brand, leading to a stronger market presence
with expanded footprint, and providing customers with seamless experience, thus strengthening its
position in the industry, in terms of the asset base, revenues, product and service range. This Scheme
provides for the amalgamation of the Transferor Companies with the Transferee Company and the
consequent treatment of assets and liabilities of respective Companies in the manner provided for in the
Scheme.
5. It is averred that the First Applicant / Transferor Company 1 has 4(Four) shareholders and all of them have given
their no objection to the proposed Scheme by means of consent affidavits stating that there is no objection to the
proposed scheme of amalgamation. A copy of the List of Shareholders certified by Chartered Accountant and no
objection affidavits received from them are annexed hereto as Annexure K.
6. It is averred that there is one Secured and 8 Unsecured Creditors in the First Applicant / Transferor Company 1. A
copy of the List of such Creditors certified by a Chartered Accountant along with the consent affidavits are
annexed hereto as Annexure L.
7. It is averred that Second Applicant / Transferee Company is a listed company in Bombay Stock Exchange. A
memo dated 24.06.2019 is filed on behalf of applicant companies stating that there are no secured creditors in the
Transferee Company certified by the chartered accountant and the list of unsecured creditors of M0sChip
Technologies Limited, Second Applicant/Transferee Company along with certificate issued by the Chartered
Account and in regard to the number of equity shareholders (19659) and Unsecured Creditors (131), a certificate
has been issued by the chartered accountant confirming the same.
8. It is stated that there are no investigation or proceedings instituted or are pending in relation to the Applicant
Companies. It is further stated that the Transferor—1 and Transferor-2 Companies are closely held private and
unlisted Companies.
9. In the light of above facts, the Applicant Companies prays for the following reliefs:
In case of the First Applicant / Transferor Company 1:
(i) To dispense with the meeting of the Equity Shareholders, secured and unsecured creditors of the First
Applicant /Transferor company 1.
In case of the Second Applicant / Transferee Company:
(i) To dispense with the meeting of the secured creditors of the Second Applicant /Transferee company.
(ii) To convene the meeting of the Equity Shareholders and Unsecured Creditors of the Second Applicant /
Transferee Company at the registered office of the Company or any other place as may be directed, for
consideration of the proposed Scheme consequently.
(iii) To appoint a Chairperson for convening and conducting the meetings of the Equity Shareholders and
Unsecured Creditors.
(iv) That the quorum be fixed as 30 (thirty) in equity shareholders and 15 (fifteen) in case of unsecured
creditors meeting.
(v) The equity shareholders and unsecured creditors be permitted to exercise their vote at the meetings
either in person or through proxies at the venue or to exercise their vote through E voting as prescribed
under SEBI LODR Rules and Regulations, 2015.
(vi) To serve the notices on the equity shareholders and unsecured creditors of the Second
Applicant/Transferee Company by Registered Post/ Speed Post/Courier/Ordinary Post/ Registered
email.
(vii) To direct publication of advertisement of Equity Shareholders, and unsecured creditors of Transferee
Company one in English Edition of ―The Business Standard‖, Hyderabad Edition and one in Telugu
Edition of ―Nava Telangana ", Hyderabad Edition.

90
 (viii) The time for the Chairperson of the respective meetings to file their report to the Hon‘ble Tribunal of the
result of the meetings, the time be fixed as 10 days from the date of the said meetings.
and pass such other order or orders as this Hon'ble Bench may deem fit and proper in the
circumstances of the case in the interest of justice and equity.
9. Section 230 (i) of Companies Act, 2013 contemplates holding of meeting unless 90% of the Creditors gave
consent by way of Affidavits to dispense with meetings. In this case, the equity shareholders and unsecured
creditors have given consent by way of Affidavits to dispense with meetings of first applicant company. Section
230(9) of Companies Act, 2013 provides that 90% of the Creditors to give consent for dispensing with convening
of meeting. Unsecured and equity shareholders in the case of 2nd Applicant Company have not given consent by
way of Affidavits. Therefore, the request of the 2nd Applicant Company for conveying meeting of equity
shareholders and unsecured creditors be convene and held in the manner mentioned below.
10. I have heard the Counsel and I have seen the consent Affidavits filed by shareholders, secured and unsecured
creditors of First applicant/Transferor Company of the Applicant Companies. I have seen the memo filed on behalf
of second Applicant Company by giving the details of unsecured creditors and equity shareholders certified by
the chartered accountant.
11. After hearing the Counsel and after perusing the documents filed, I pass the following order:-
(a) Hereby dispense with the meetings of the Equity Shareholders, secured creditors and unsecured creditors
of First Applicant/Transferor Company and here by dispense with the meeting of secured creditors of
second applicant/ Transferee company.
(b) Hereby order to convene meetings of equity shareholders and Unsecured Creditors of Second Applicant/
Transferee Company.
(c) Appointed Shri B.V.Papa Rao, Advocate # S2/C 143, Siva Sadan, Opp. Sri Venkateswara Swamy Temple,
Sachivalaya Nagar, Vanastalipuram , Hyderabad- 70, Mobile No.9848658189 as Chairman and S.Srikanth,
Company Secretary, R/o. 6-3-626, 5th Floor, 5-A, Parameshwara Apartments, Anand Nagar, Khairatabad,
Hyderabad- 500 004. (Mob. 9100441303) as Scrutinizer for convening the meetings of Equity
Shareholders. Fee fixed for Chairperson is Rs.1,00,000 and Rs.50,000 for scrutinizer for the above
meetings.
(d) Appointed Ms.A.Sandhya Rani, Advocate #R/o Flat No.305, Priyanka Towers, New Bhoiguda,
Secunderabad- 500 003 (Mob:9966775292) as Chairman and Ms. M. Sruthi, Advocate, # R/0.
1/2/215/15/A, 2nd Floor, Gagan Mahal Road, Domalguda- 500029. (Mob. 9951438084) as Scrutinizer for
convening the meetings of Unsecured Creditors of Second Applicant Company. Fee fixed for Chairperson
is Rs. 1, 00,000 and Rs.50, 000 for scrutinizer for the above meetings.
(e) Meeting of Equity Shareholders will be held on 06th day of September, 2019 at 11.00 AM on Friday at State
gallery of Art Auditorium, Road No.1, Kavuri Hills, Madhapur, Hyderabad - 500 033. Meeting of unsecured
creditors will be held on 06th day of September, 2019 at 2.00 PM on Friday at State gallery of Art Auditorium,
Road No.1, Kavuri Hills, Madhapur, Hyderabad-500 033.
(f) The Quorum fixed for the meetings are as under:-
Second Applicant Company:
For Equity Shareholders meeting: 30
For Unsecured creditors meeting: 15
(g) The equity shareholders, and unsecured creditors be permitted to exercise their vote at the meeting either
in person or through proxies.
(h) The notice of the Meetings of Unsecured and Equity Shareholders of Second Applicant Company shall be
published in ―The Business Standard‖, Hyderabad Edition and one in Telugu Edition of ―Nava Telangana ",
Hyderabad Edition.
(i) The Second Applicant/ Transferee Company or its authorized Signatory are directed to issue notices (s) to
the equity shareholders and unsecured creditors of the Second Applicant/Transferee Company by
Registered Post/ Speed Post/Courier/Ordinary Post/ Registered email to their last known address 30 days
before the said meetings as per Form No. CAA2 (Rule 6) of the Companies (Compromises, Arrangements

91
 and Amalgamations) Rules, 2016 ensuring convening the said meetings of the Applicant Companies.
Further directed to intimate day, date and time, a copy of Explanatory Statement, pursuant to be sent under
Section 230 of the Companies Act, 2013 and Proxy as per Form No. MGT-11 (Rule 19) of the Companies
(Management and Administration) Rules, 2014.
(j) The Applicant Companies to serve notices upon the Regional Director, South-East Region, Ministry of
Corporate Affairs, Hyderabad pursuant to Section 230 (5) of the Companies Act, 2013 as per Rule 8 of the
Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 if no response is received by
the Tribunal from Regional Director within 30 days of the date of receipt of the notice, it will be presumed
that Regional Director and/or Central Government has no objection to the proposed Scheme as per Rule 8
of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016.
(k) The Applicant Companies to serve the notice upon the Registrar of Companies Hyderabad pursuant to
Section 230 (5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises Arrangement
and Amalgamations) Rules, 2016 and if no response is received by the Tribunal from Registrar of
Companies, Hyderabad within 30 days of the date of receipt of the notice, it will be presumed that Registrar
of Companies, Hyderabad has no objection to the proposed Scheme as per Rule 8 of the Companies
(Compromise Arrangements and Amalgamations) Rules, 2016.
(l) The Applicant Companies to serve notice upon the Income Tax Authority, within whose jurisdiction that
Applicant Companies Assessment are made, pursuant to Section 230 (5) of the Companies Act, 2013 as
per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 if no
response is received by the Tribunal from Income Tax Authority within 30 days of the date of receipt of the
notice, it will be presumed that Income Tax Authority has no objection to the proposed Scheme as per Rule
8 of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016.
(m) The Applicant Companies to serve notice upon the Official Liquidator pursuant to Section 230 (5) of the
Companies Act, 2013 as per Rule 8 of the Companies (Compromises Arrangements and Amalgamations)
Rules, 2016 if no response is received by the Tribunal from Official Liquidator within 30 days of the date of
receipt of the notice it will be presumed that Official Liquidator has no objection to the proposed Scheme as
per Rule 8 of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016. The Applicant
companies to serve notice upon the SEBI, NSE & BSE.
(n) The Chairmen shall have all powers under the Companies (Compromises, Arrangement and
Amalgamation) Rules, 2016 in relation to the conduct of the meetings (s) including for deciding procedural
questions that may arise before or at any adjournment thereof or any other matter including an amendment
to the Scheme or resolution, if any, proposed at the meeting by any person (s).
(0) The voting shall be in person or by proxy or authorized representative in case be permitted, provided that
the proxy in the Form No. MGT-11 authorization duly signed by the person entitled to attend and vote at the
meeting, is to be filed with the Applicant Company at its Registered office, not later than, forty eight hours
before the aforesaid meeting in accordance with Rule 10 of the Companies (Compromise, Arrangement
and Amalgamation) Rules, 2016.
(p) The Chairmen to file affidavit within 7 days before the date of the said meetings to this Tribunal that the
direction regarding convening and issuance of notice (s) to all the necessary parties have been duly
complied with in conformity with the relevant provisions of the Companies Act, 2013 R/w Companies
(Compromise, Arrangement and Amalgamation) Rules, 2016. The Chairman shall report the conclusion of
the aforesaid meetings within 10 days from the date of such meetings as per Rule 14 of the Companies
(Compromises, Arrangements and Amalgamations) Rules, 2016.

RATAKONDA MURALI
MEMBER (JUDICIAL)
pavani

92
 IN THE NATIONAL COMPANY LAW TRIBUNAL
HYDERABAD BENCH, HYDERABAD

CA (CAA) NO. 165/230/HDB/2019

U/s 230 to 232 of the Companies Act, 2013
R/w Rule 3 of Companies (Compromises,
Arrangements and Amalgamations) Rules, 2016.

IN THE MATTER OF SCHEME OF AMALQAMATION

In the matter of M/s. First Pass Semiconductors Private Limited

(‗Transferor Company 1‘)

AND

In the matter of M/s. Giga Com Semiconductor Private Limited

(‗Transferor Company 2‘)

WITH

In the matter of M/s MosChip Semiconductor Technology Limited

(Transferee Company‘)
(Formerly known as M/s MosChip Semiconductor Technology Limited)

M/s. GigaCom Semiconductor Private Limited

8th Floor, MVR Vinayagar Trade Centre,
VIP Road, CBM Compound, Asilmetta,
Visakhapatnam - 530 003, Andhra Pradesh.
Rep. by its Director,
Venkata Giri Babu Kondaveeti.
..... Applicant/ Transferor Company 2

Date of order : 22.07.2019

Coram:
Hon‘ble Shri Ratakonda Murali, Member (Judicial)

Counsels / Parties Present

For the Applicants : Shri V.S. Raju, Advocate
Per : Hon’ble Shri Ratakonda Murali, Member (Judicial)
Heard on : 10.07.2019

93
 ORDER

1. This Application is filed on behalf of M/s. GigaCom Semiconductor Private Limited (hereinafter referred to as the
Applicant/ Transferor Company 2) under Section 230-232 of the Companies Act, 2013, praying for an order for
dispensation of holding of meetings of equity shareholders, secured creditors and unsecured creditors of the
Applicant/Transferor Company-2 for the purpose of considering the proposed scheme of Amalgamation. The
Scheme of Amalgamation annexed to the application as Annexure-J and shown at pg: 428-448 of this
Application.
2. The averments made in the application are briefly described as under:
a. M/s. GigaCom Semiconductor Private Limited, the Applicant Company was incorporated as a Private
Limited Company in the State of Andhra Pradesh on 12th September, 2012 and its Corporate Identity
Number is U74999AP2012PTC104865.
b. The main objects of the Applicant / Transferor Company-2 are set out in the Memorandum of Association
as―to carry on business of development of Semiconductors, Integrated Circuit (IC) and Application

thereto and to render, offer other information Technology enabled services whether in India or abroad.
c. The authorized, issued, subscribed and paid-up capital of the App|icant/ Transferor Company-2 as on
31.03.2018 is:

Particulars Rupees (INR)

Authorised Share Capital
10,000 Equity Shares of Rs.10/-each. 1,00,000
Total: 1,00,000
Issued, Subscribed and Paid-up Share Capital
10,000 Equity Shares of Rs. 10/- each fully paid-up. 1,00,000
Total: 1,00,000

A copy of the Audited Statements of Account as on 31st March, 2018 and unaudited statement of account
for the period ended 31st January, 2019 of the Applicant/ Transferor Company 2 are shown as Annexure-
B.
d. M/s. First Pass Semiconductors Private Limited (hereinafter referred to as ―First Pass‖ or ―Transferor
Company -1‖) was incorporated on 3'― day of November, 2010 under Corporate Identity No.
U72200AP2010PTC071071 of 2010-2011. The Transferor Company No.1 is engaged in the business of
designing, developing, altering, buying, selling, exchanging, distributing, marketing and generally dealing
in all kinds of Computer Software Construction and deals in properties.
e. The authorized, issued, subscribed and paid-up share capital of the Transferor Company-1 as on 31st
March, 2018 was as under:
Particulars Rupees (INR)
Authorised Share Capital
15,00,000 Equity Shares of Rs.10/- each 1,50,00,000
Total 1,50,00,000
Issued, Subscribed and Paid-up Share Capital
12,50,000 Equity Shares of Rs.10/- each fully paid-up 1,25,00,000
Total 1,25,00,000

94
 A copy of the Audited Statements of Account as on 31st March, 2018 and unaudited accounts for the period
ended 31st January, 2019 of the Transferor Company- 1 are is annexed hereto as Annexure D.
f. The Transferee Company is engaged in the business to render consultancy, training and professional
services. A copy of the Audited Statements of Account as on 31st March, 2018 and Unaudited Statements
of Account as on 31st December 2018 of the Transferee Company are shown as Annexure - F.
3. The Board of Director of the Transferor Company2 vide its resolution dated 23.07.2018, approved the Scheme of
Amalgamation of M/s. First Pass Semiconductors Private Limited and M/s. Gigacom Semiconductor Private
Limited with Moschip Semiconductor Technology Limited and their respective shareholders and creditors. A
copy of Board Resolution of the Applicant /Transferor Company-2 approving the Scheme of Amalgamation is
annexed hereto and marked as Annexure-J. A copy of Board Resolution of the Applicant/Transferor Company
No.2 is shown as Annexure-G.
4. Rationale for the Scheme:
a. The Transferor Companies and the Transferee Company are engaged in the same line of business namely
Semiconductor design services. The Transferee Company proposes to acquire the Transferor Companies
to expand its scale of business, customer reach and geographical spread. The Transferor Companies have
the requisite talent pool which will enhance the skill sets of the transferee Company's business.
b. The amalgamation of the Companies will facilitate in providing a complete suite of Semiconductor design
services to customers thus augmenting the business and overall profitability. The amalgamation will ensure
a complete synergy between all the Companies to further the business prospects and provide a strong and
focused base to undertake the business more advantageously. The amalgamation will have beneficial
results for the amalgamating companies, their stakeholders and all concerned.
c. The synergies created by the scheme of arrangement would increase the organizational capability, the
project execution abilities, the operational efficiencies arising from pooling of human capital and leadership
having vast experience as well as divergent to compete in an increasingly globalized and competitive
industry.
d. The proposed arrangement will strengthen the ‗MosChip‘ brand, leading to a stronger market presence
with expanded footprint, and providing customers with seamless experience, thus strengthening its
position in the industry, in terms of the asset base, revenues, product and service range.
e. This Scheme provides for the amalgamation of the Transferor Companies with the Transferee Company
and the consequent treatment of assets and liabilities of respective Companies in the manner provided for
in the Scheme.
5. It is stated that there are 2 (Two) shareholders in the Applicant /Transferor Company2 and they have given their no
objection to the proposed Scheme by means of consent affidavits stating their no objection to the proposed
scheme of amalgamation. A copy of the List of Shareholders certified by Chartered Accountant and no objection
affidavits are annexed hereto as Annexure-K.
6. It is stated that there are no Secured Creditors and there are 7 (seven) Unsecured Creditors in the Applicant
/Transferor Company-2. All of them have given their no objection to the proposed Scheme by means of consent
affidavits stating that their no objection to the proposed scheme of amalgamation. A copy of the List of Unsecured
Creditors certified by Chartered Accountant and no objection affidavits received from them are annexed hereto as
Annexure-L.
7. It is further stated that there are no investigation or proceedings have been instituted or are pending in relation to
the Applicant/Transferor Company-2. It is further stated that the Transferor-1 and Transferor-2 Companies are
closely held private and unlisted Companies. The Transferee Company is a listed company with Bombay Stock
Exchange.
8. In the light of above facts, the Applicant Companies pray for the following reliefs:-
(i) To dispense with the meetings of the Equity Shareholders, secured and unsecured creditors of the
Applicant/Transferor Company 2.
(ii) Pass such further or other order or orders as this Hon‘ble Tribunal may deem fit and proper in the
circumstances of the case.

95
9. I have heard the counsel and seen the consent Affidavits filed by Equity shareholders, and unsecured creditors of
the Applicant/ Transferor Company-2.
10. After hearing the Counsel and after perusing the documents filed, I pass the following order:-
A. Hereby dispensed with convening the meeting of Equity Shareholders and Unsecured Creditors of the
Applicant / Transferor Company-2.
B. In any eventuality when the Applicant Company approaches this Tribunal for seeking approval of the
Scheme, it would be open for any person who is interested in the Scheme of Amalgamation to put forth his
contentions before this Tribunal.

VRATAKONDA MURALI
MEMBER (JUDICIAL)
Pavani

96
 Form No. MGT-11
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and
Rule 19(3) of the Companies(Management and Administration) Rules, 2014]

Name of Shareholder(s) :
Registered Address :
Email Id :
Folio No./ DPID and Client ID* :
I/We being the Equity Shareholder(s) of MosChip Technologies
Limited, hereby appoint
Notes:
I. Equity shareholders attending the Meeting in person or by Proxy are requested to complete the attendance slip
and hand it over at the entrance of the Meeting hall.
ii. *Applicable for equity shareholders holding shares in demat mode.
iii. Equity shareholders who come to attend the meeting are requested to bring with them copy of the Scheme of
Arrangement.
1 Name
Address
e-Mail ID Signature
or failing him / her
2 Name
Address
e-Mail ID Signature
or failing him / her
3 Name
Address
e-Mail ID Signature
as my / our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the meeting of the equity
shareholders of the Applicant Company to be held at State Gallery of Art Auditorium, Road No.1, Kavuri Hills,
Madhapur, Hyderabad, Telangana – 500 033 on Friday, September 06, 2019 at 11.00 a.m. and at any adjournment or
adjournment(s) thereof for the purpose of considering and, if thought approving, with or without
the proposed Scheme of Amalgamation of First Pass Semiconductors Private Limited (Transferor Company-1),
Gigacom Semiconductor Private Limited (Transferor Company-2) with MosChip Technologies Limited (Transferee
Company) and their respective Shareholders and Creditors (the ―Scheme‖) and vote [insert ‗FOR‘
or ‗AGAINST‘] the Scheme.

Signature of equity shareholder(s): a

revenue
stamp
Signed this day of 2019 Signature across the stamp

Signature of proxy holder Signature of second proxy holder Signature of third holder

97
Notes:
i. *Applicable for equity shareholders holding shares in demat mode.
ii. Please Revenue Stamp before signing.
iii. All alterations made in the form of proxy should be initialled.
iv. This form of proxy in order to be effective should be duly completed and deposited at the Registered of
the Company not later than 48 hours before the commencement of the meeting.
v. Proxy need not be an equity shareholder of the Applicant Company.
vi. In case of multiple proxies, the proxy later in time shall be accepted.
vii.
original, authorizing the individuals named therein, to attend and vote at the meeting on its behalf. These
documents must be deposited at the registered of Company at Plot No. 83 & 84, 02nd Floor, Punnaiah
Plaza, Road No. 02, Banjara Hills, Hyderabad, Telangana-500 034.
viii. not
more than 10% of the total share capital of the Company carrying voting rights. A member holding more than
10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and
such person shall not act as a proxy for any other.

98
 MOSCHIP TECHNOLOGIES LIMITED
(formerly known as MosChip Semiconductor Technology Limited)
CIN: L31909TG1999PLC032184
Reg Office: Plot No. 83&84, 2nd Floor, Punnaiah Plaza, Road No. 2, Banjara Hills, Hyderabad – 500034
Tel: 040-6622-9292, Fax: 040-6622-9393
Website: www.moschip.com, Email id: [email protected]

ATTENDANCE SLIP

I/We hereby record my/our presence at the meeting of the equity shareholders of MosChip Technologies Limited
(―Applicant Company‖), convened pursuant to the Order dated July 22, 2019 of the National Company Law Tribunal,
Hyderabad Bench, at State Gallery of Art Auditorium, Road No.1, Kavuri Hills, Madhapur, Hyderabad, Telangana –
500 033 on Friday, September 06, 2019 at 11.00 a.m.

Name and address of the equity shareholder(s) :

Signature of the equity shareholder(s) :

Folio No. / Client ID & DP ID :

No. of equity shares held :

Name of the Proxy holder(s) :

Signature of the proxy :

Notes:

I. Equity shareholders attending the Meeting in person or by Proxy are requested to complete the attendance slip
and hand it over at the entrance of the Meeting hall.

ii. *Applicable for equity shareholders holding shares in demat mode.

iii. Equity shareholders who come to attend the meeting are requested to bring with them copy of the Scheme of
Arrangement.

99
 Route map for Shareholders & unsecured Creditors Meeting

State Gallery of Art Auditorium

Road No.1, Kavuri Hills,
Madhapur, Hyderabad 500033,
Telangana.

10
0
 MOSCHIP TECHNOLOGIES LIMITED
(formerly known as MosChip Semiconductor Technology Limited)
CIN: L31909TG1999PLC032184
Reg Office: Plot No. 83&84, 2nd Floor, Punnaiah Plaza, Road No. 2, Banjara Hills, Hyderabad – 500034
Tel: 040-6622-9292, Fax: 040-6622-9393
Website: www.moschip.com, Email id: [email protected]