IN RE Vs. PRESIDENCY LEISURE LIMITED AND ORS

JUDGEMENT

(1.) By the way of this joint petition under section 230 to 232 of the Companies Act, 2013, the petitioner companies are seeking sanction of a Scheme of Amalgamation of Presidency Leisure Ltd. (Petitioner Transferor Company No. 1) and Presidency Tourism & Infrastructure Pvt. Ltd. (Petitioner Transferor Company No. 2) and Krishna Portland Pvt. Ltd. (Petitioner Transferor Company No. 3) and Ghadokhop Agro Farms Pvt. Ltd. (Petitioner Transferor Company No. 4) and Baje Agro Farms Pvt. Ltd. (Petitioner Transferor Company No. 5) and Nanel Agro Farms Pvt. Ltd. (Petitioner Transferor Company No. 6) with Presidency Hospitality Ltd. (Petitioner Transferee Company) and their respective shareholders and creditors, with effect from the Appointed Date ["Scheme" for short].

(2.) The Petitioners herein had filed a Joint Company Application, being Company Application No. 45 of 2017, before this Tribunal, seeking dispensation of meetings of shareholders and creditors of the Petitioner companies for the purpose of considering and, if thought fit, approving with or without modifications(s), the proposed Scheme of Amalgamation. This Tribunal, vide order dated 12th May, 2017 made in the said Company Application, dispensed with the meetings of shareholders and secured/unsecured creditors on the basis of the consent letters received by the respective companies. However, the meetings of secured/unsecured creditors was dispensed with based on an undertaking that notice of final hearing would be served upon them.

(3.) Vide the aforesaid order dated 12th May, 2017, the Petitioner Companies were directed to serve Notice of the Scheme to the Regulatory Authorities-viz. (i) Central Govt. through the Regional Director, North-Western Region, (ii) Registrar of Companies, Gujarat, (iii) Income Tax Authorities; and (iv) Official Liquidator (only in respect of the Transferor Companies) along with requisite documents and disclosures. The notices were duly served on all the authorities between 18th May, 2017 and 24th May, 2017. The petitioners have produced proof of service of notice on all the above Statutory Authorities as Exhibit-A to the petition. In response to the said notice, a representation dated 22nd June, 2017 was received from the Regional Director, Western Region and representations dated 17th July, 2017 were received from the Office of the Official Liquidator. In response to the notice, a communication dated 23rd May, 2017 addressed by Income-tax Officer, Ward-1(1)(3), Vadodara, in respect of one of the transferor companies, i.e. M/s. Ghadokhop Agro Farms Private Limited, was received by the Registry on 2nd June, 2017.