Rajeswara Rao Vittanala, Member - (1.) The present Company Application bearing CA (CAA) NO.58/230/HDB/2017 is filed by Tanishq Infra Ventures Private Limited, under Section 230 to 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.) Brief facts, leading to filing of present Company Application, are as follows:- (a) TANISHQ INFRA VENTURES PRIVATE LIMITED (The Transferor Company -1) The Transferor Company-1 was incorporated as a Private Limited Company under the provisions of the Companies Act, 1956, in the erstwhile State of Andhra Pradesh on 07/07/2008. The Registered Office of the applicant/transferor company is situated at 8-3-323, Ameerpet 'X' Roads, Hyderabad-500073, Telangana, India. (b) The Authorized Share Capital of the applicant/transferor Company-1 is Rs. 4,20,00,000/- (Rupees Four Crore Twenty Lakh only) divided into 42,00,000 (Forty Two Lakhs Thousand only) Equity Shares of Rs.10/- (Rupees Ten only) each and the Issued, Subscribed and Paid up Share Capital is Rs. 4,18,85,240/- (Rupees Four Crore Eighteen Lakhs Eighty Five Thousand Two hundred and Forty only) divided into 41,88,524 (Forty Lakhs Twenty One Thousand Three Hundred and Thirty Nine) Equity Shares of Rs.10/- (Rupees Ten only) each fully paid up. (c) The main objects is to carry on in India or elsewhere the business to undertake development of Infrastructure development, to work on build, operate, own and transfer/build, operate, transfer and service basis as contracted from central Government, various State Governments, Union Territories, cantonments, local authorities, gram panchayats, autonomous bodies, and other government and non government departments, the business to construct, build, alter, acquire, design, erect, develop and act as civil engineer, architectural engineer, interior decorator, consultant, advisor, agent, broker, supervisor, administrator, contractor, sub contractor, turnkey contractor, and manager of all types of constructions and development work in all its branches and to develop, construct, run, repair, maintain, decorate or improve, remodel, build, operate and manage roads, bridges, highways, railways, water ways, gaslines, airports, docks, ports, gardens, public places, buildings and other structures. (d) The accounts of the Transferor Company-1 have been audited until 31st March, 2016, after which the same has been considered and approved by the Board of Directors. The auditor's report does not disclose any irregularity or mismanagement in the affairs of the applicant/transferor company-1. The affairs of the transferee company have been conducted prudently and properly. The audited financial summary of the transferor company-1 as on 31st March, 2016 is given below: (e) There are 24 shareholders in the Company, out of which 09 members are Directors and their relatives, holding 39,05,012 shares. All the shareholders have given their consent for dispensing with the meeting. (B) MPM HOTELS PRIVATE LIMITED (Transferee Company) (a) MPM HOTELS PRIVATE LIMITED 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 is converted into a Private Limited Company on 04/02/2016, pursuant to the Fresh Certificate of Incorporation issued by the Registrar of Companies, Andhra Pradesh and Telangana consequent upon Conversion from Public Company to Private Company. The Registered Office of the applicant/transferee company is situated at 8-3-323, Ameerpet X Roads, Yellareddyguda, Hyderabad- 500073, Telangana. (b) The Authorized Share Capital of the applicant/transferee company is Rs. 35,00,000/- (Rupees Thirty Five Lakhs only) divided into 3,50,000 (Three Lakh Fifty Thousand only) Equity Shares of Rs. 10/- (Rupees Ten only) each and the Issued, Subscribed and Paid up Share Capital is Rs. 32,28,700/- (Rupees Thirty Two Lakh Twenty Eight Thousand Seven Hundred only) divided into 3,22,870 (Three Lakh Twenty Two Thousand Eight Hundred and Seventy only) Equity Shares of Rs.10/- (Rupees Ten Only) each fully paid up. (c) The main objects of the Applicant/Transferee company as set out in its Memorandum of Association are to carry on the business of Hotel, Motel, Inns, Restaurant, Cafe, Tavern, Beer-House, Refreshment-Room and Lodging-House keepers, Licensed Victuallers, Wine, Beer and Spirit Merchants, Brewers, Malsters, Distillers Importers and Exporters and caterers for public entertainments and amusements generally; to carry on business as proprietors of restaurants, refreshments and tea rooms, cafes and milk and snack bars and as caterers and contractors in all its respective branches, bakers, confectioners, tobacconists, batchers, fishmongers, milk sellers, butter sellers, ice merchants and ice cream manufacturers etc,. (d) The accounts of the Transferee Company have been audited until 31st March, 2016, after which the same has been considered and approved by the Board of Directors. The auditor's report does not disclose any irregularity or mismanagement in the affairs of the applicant/transferee company. The affairs of the transferee company have been conducted prudently and properly. The audited financial summary of the transferee company as on 31st March, 2016 is given below: (e) There are 10 shareholders in the Transferee Company and all have given their consent by way of affidavits. (C) MAHESHWARI INFRASTRUCTURE & SKYSCRAPERS PRIVATE LIMITED (TRANSFEROR COMPANY-2) (a) The Transferor Company - 2, was incorporated as a Private Limited Company under the provisions of the Companies Act, 1956, in the erstwhile State of Andhra Pradesh on 14/10/1987. The Registered Office of the applicant/transferor company-2 is situated at 4-1-833, 3rd Floor, MPM Mall, Abids, Hyderabad- 500001, Telangana, India. (b) The Authorized Share Capital of the applicant/transferor Company 2 is Rs. 25,00,000/- (Rupees Twenty Five Lakhs only) divided into 25,000 (Twenty Five Thousand only) Equity Shares of Rs. 100/- (Rupees Hundred only) each and the Issued, Subscribed and Paid up Share Capital is Rs. 15,91,600/- (Rupees Fifteen Lakhs Ninety One Thousand Six Hundred only) divided into 15,916 (Fifteen Thousand Nine Hundred and Sixteen only) Equity Shares of Rs. 100/- (Rupees Hundred only) each fully paid up. (c) The main objects of the Transferor company-2 as set out in its Memorandum and Articles of Association are to carry on the business of contractors for construction of roads, buildings, houses, flats, factories, offices, dams, canals, tanks, reservoirs, cyphons, bridges, hydel projects, power houses, tunnels, culverts, drains, channels, sewages, gardens, pleasure gardens and all sorts of contracts for procurement and supply for local, municipal, state, central authorities. Government departments, railways, universities or for any other person, firms or companies, to undertake the construction of every description and to erect, rebuild, enlarge, alter, pull down, improve, re-model existing works and to convert and appropriate land for roads, streets, squares, gardens, play grounds and other conveniences etc. (d) There are 04 shareholders in the Transferor-2 Company and all have given their consent by way of affidavits.
(3.) The acquisition, integration and consolidation of the Transferor Company-1 and Transferor Company-2 with the Transferee Company would have the following benefits: (1) Diversify the business activities of the Transferee Company, 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, and rationalization of administrative expenses. (2) Direct and indirect tax efficiencies. (3) Simplify shareholding structure and reduce shareholding tires. (4) Greater integration and greater financial strength and flexibility for the amalgamated entity, which would result in maximizing overall shareholder value, and will improve the competitive position of the combined entity. (5) 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. (6) Cost savings are expected to flow from more focused operational efforts, rationalization, standardization and simplification of business processes, productivity improvements, improved procurement, and the elimination of duplication, and rationalization of administrative expenses.;