Bikki Raveendra Babu, Member - (1.) This joint Application is filed by Presidency Leisure Ltd. (Transferor Company No. 1); Presidency Tourism 8B Infrastructure Pvt. Ltd. (Transferor Company No. 2); Krishna Portland Pvt. Ltd. (Transferor Company No. 3); Ghadokhop Agro Farms Pvt. Ltd. (Transferor Company No. 4); Baje Agro Farms Pvt. Ltd. (Transferor Company No. 5); Nanel Agro Farms Pvt. Ltd. (Transferor Company No. 6); and Presidency Hospitality Ltd. (Transferee Company) under Sections 230 to 232 of the Companies Act, 2013 [hereinafter referred to as 'the Act'] read with Rule 3 of The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter referred to as the "Rules") seeking following directions; a. To per the Applicant Companies to dispense with convening and holding meetings of Equity Shareholders of the Transferee Company and Transferor Companies by virtue of the reason that both the Transferor Companies and the Transferee Company are closely held Companies owned and managed by same family members and controlled by same management; b. To consider and approve the Scheme of Amalgamation between the Transferor Companies and the Transferee Company; c. To permit the Applicant Companies to dispense with convening and holding meetings of Secured and Unsecured Creditors of the Transferee Company.
(2.) The Applicant Transferor No. 1 Company is a closely held Public Limited Company and Applicant Transferor Companies No. 2 to 6 are closely held Private Limited Companies having common Shareholders and Directors. The Applicant Transferee Company is the closely held Public Limited Company.
(3.) The Transferor Companies No. 1 to 6, in their Board Meeting held on 22nd January, 2017 approved the proposed Scheme of Arrangement in nature of amalgamation vide Exhibit-Q. The Board of Directors of the Transferee Company by its Resolution dated 22nd January, 2017 approved the proposed Scheme of Arrangement in nature of amalgamation vide Exhibit "O". The Transferor Companies No. 1 to 6 filed certified Audited Financial Statements as on 31st March, 2016, vide Exhibit "E" (colly.). The Transferee Company filed audited Financial Statements for the year ending on 31.3.2016, vide Exhibit "B".;