- (1.) The present Company Application bearing CA (CAA) No.60/230/HDB/2017 is filed by MPM Hotels Private Limited under section 230 a 232 of the Companies Act, 2013, by inter-alia seeking to dispense with the meeting of the members/ creditors of the applicant company/transferee company as the members have given their consent to the Scheme of Amalgamation, to dispense with the Publication of notice in newspapers as there is no public interest involved.
(2.) The Brief facts, leading to filing of present petition, are as follows:- (A) MPM HOTELS PRIVATE LIMITED (Applicant/Transferee Company) (a) The Applicant / Transferee Company was incorporated as a Public Limited Company under the provisions of the Companies Act, 1956, in the erstwhile State of Andhra Pradesh on 19/10/2006. Subsequently the Company.was converted into a Private Limited Company on 04/02/2016, pursuant to which, a Fresh Certificate of Incorporation was issued by the Registrar of Companies, Andhra Pradesh and Telangana consequent upon Conversion from Public Company to Private Company. The Company is situated at 8-3-323, Ameerpet X Roads, Yellareddyguda, Hyderabad- 500073, Telangana. Its authorized Share Capital is Rs. 35,00,000/-divided into 3,50,000 Equity Shares of Rs. 10/- each and the Issued, Subscribed and Paid up Share Capital is Rs. 32,28,700/- divided into 3,22,870 Equity Shares of Rs.10/-each fully paid up. ; (b) The main objects of the Applicant/Transferee Company is to carry on the business of Hotel, Motel, Inns, Restaurant, Cafe, proprietors of restaurants, refreshments and tea rooms, cafes and milk and snack bars and as caterers and contractors in all its respective branches, and also to provide and give collaboration and expertise to, foreigners in starting Indian type hotels, restaurants and refreshment rooms in various countries throughout the world, etc. (c) The accounts of the Transferee Company have been audited until 31st March, 2016. The audited financial summary of the transferee company as on 31st March, 2016 is given below: "IMAG 1" (d) The transferee company proposes to take over all the Assets and Liabilities of the Transferor Companies, through the Scheme of Amalgamation u/s 230-232 of the Companies Act, 2013. (e) The Board of Directors of the Applicant/ Transferee Company, in its meeting held on 06.06.2017 passed a resolution approving the Scheme of Amalgamation subject to the approval/directions of this Tribunal. The Board of Directors of the Applicant/Transferee Company has no material interest in the proposed scheme of amalgamation except as shareholders in general. "IMAG 2" (C) MAHESHWARI INFRASTRUCTURE a SKYSCRAPERS PRIVATE LIMITED (TRANSFEROR COMPANY - 2) "IMAG 3"
(3.) The reasons for the proposed Scheme of Amalgamation of MPM Hotels Private Limited (Transferee) with Tanishq Infra Ventures Private Limited (Transferor 1) and Maheshwari Infrastructure and Skyscrapers Private Limited (Transferor 2) would have the following benefits:- i. Simplify management Structure, leading to better administration and a reduction of costs from more focused operational efforts, rationalization standardization and simplification of business processes and elimination of duplication, better administrative and managerial control and rationalization of administrative expenses, Simplify shareholding structure and reduce shareholding tires. ii. Greater integration and greater financial strength, resources and flexibility for the amalgamated entity, which would result in maximizing overall shareholder value, and will improve the competitive position of the combined entity. iii. Greater efficiency in cash management of the amalgamated entity, and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund organic and inorganic growth opportunities, to maximize shareholder value. iv. Amalgamation of the Transferor Companies with the Transferee Company will channelize synergies and shall lead to optimum utilization of the available resources. The proposed amalgamation will help centralize and pool the resources available with both transferor(s) and transferee companies. The proposed amalgamation would achieve complete integration of resources under its roof which will in turn result in substantial increase in turnover giving advantages in costs, supplies and other resources through optimization of human and technological resources, movement of material, infrastructure, etc. v. The proposed Scheme of Amalgamation would not affect the employees, staff, workmen of the applicant/transferee company in any manner and they would continue to enjoy the same benefits as they used to before the proposed amalgamation (point No.5.14 (c) of the scheme of amalgamation) . The terms and conditions of the service applicable to employees, staff and workmen after amalgamation shall not in any way be less favorable than those applicable to them immediately preceding the amalgamation.;