- (1.) The present Joint Company Application bearing CA(CAA) No. 169/23O/HDB/2017 is filed by Poorna Cine 'Theatres Private Limited and Poorna Cine Theatres (Tenali) Private Limited under Sections 230 and 232 of the Companies Act, 2013 by seeking the following reliefs: a. To dispense with the meetings of the Equity Shareholders and Unsecured Creditors of the Demerged/ Transferor Applicant Company in view of the consent given and no-objection conveyed by them. b. To dispense with the meetings of the Equity Shareholders of the Resulting Company in view of the no-objection conveyed by them.
(2.) Brief facts of the Applicants in Scheme of Arrangement: Details of Demerged Company: a. Poorna Cine Theatres Private Limited was incorporated on May 24, 1979 in the state of Andhra Pradesh. The registered Office of the Demerged Company is situated at Door No: 26-2-66/A, Urvasi Trio Theatre Complex, Andhra Ratna Road, Gandhi Nagar, Vijayawada - 520003, Andhra Pradesh, India. b. The main objects of the Demerged Company are set out in the Memorandum of Association which are briefly as under:- To purchase, acquire, construct, lake on lease or in exchange hire, construct, repair, adapt, overhaul, conduct, manage, control and superintend in whole or in part any property, studios, theatres, places of amusements or entertainments, music, halls, cinemas, picture places and concert halls, solely or in partnership periodically or permanently for producing, improving, testing, installing, stocking exhibiting or displaying cinema films, materials, commodities, talking and silent pictures, machinery apparatus, appliances etc. c. The First Applicant Company is engaged in the business of entertainment and running cine theatres on different names in two different locations. d. The Authorized, issued, subscribed and paid-up share capital of the Demerged Transferor Applicant Company as on 30th September 2017 is as under: Details of Resulting Company: a. Poorna Cine Theatres (Tenali) Private Limited was incorporated on 3 lsl day of August, 2017. The Registered Office of the Resulting Company is situated at Door No: 26-2-66/A, Urvasi Trio Theatre Complex, Andhra Ratna Road, Gandhi Nagar, Vijayawada - 520003, Andhra Pradesh, India. b. The main objects of the Resulting Company are set out in the Memorandum of Association which are briefly as under: To carry on the business of purchase, acquire, construct, develop, maintain, repair, adopt, overhaul, conduct, manage, control and supervise in whole or in part of any property, studios, theatres, places of amusements or entertainments, music, halls, cinemas, picture places, multiplex theatres and concert halls, solely or in partnership periodically or permanently for running or operating or maintaining or exhibiting or displaying cinema films, advertisements, talking and silent pictures etc. c. The Second Applicant Company is in the business of entertainment and running cine theatres on different names. , d. The authorized, issued, subscribed and paid-up share capital of the Resulting Company as on September 30th day ol' September, 2017 is as under:
(3.) Rationale FOR THE PROPOSED SCHEME: i) The Demerged Company is into the business of letting out the theatres halls or multiplexes. Having been originally incorporated as M/s. Poorna Cine Theatres Private Limited, the company undertakes its business in different two geographical areas i.e., Tenali and Vizianagaram. ii) The Scheme in the present case provides for demerger of Tenali geographic division along with all the related assets and liabilities ol' Demerged Company into Resulting Company. iii) Stronger business focus on individual businesses as the growth strategies related to these businesses are significantly different; iv) Concentrated management focus and improved organizational capability; v) Enable unlocking of value of these businesses; vi) Facilitate investment and strategic partnership for individual businesses and Enhance shareholder's value. vii) The Scheme provides for segregation of the assets, liabilities and investments (including resources deployed) related to the division being vested by way of demerger.;