EGM of Thalappakatti Hotels

Document Summary

MINUTES OF THE 01st EXTRA ORDINARY GENERAL MEETING (F.Y 2025-26) of the members of Thalappakatti Hotels Private Limited, held on Thursday, April 10, 2025, via video conferencing, commenced at 04:00 PM IST and concluded at 04:09 PM IST. Deepika Nagasamy, the Chairman, welcomed shareholders and attendees to the meeting.

Directors Present:

Mr. Jayanta Kumar Basu (DIN: 01268046) joined via video conferencing.

Members/Representative of Members/Proxies Present:

The following members participated via video conference: Ms. Deepika Nagasamy, Ms. Padmavathy D, Mr. Dhruv Goel (representing QRG Investments and Holdings Limited), Mr. Nishant Mangla (representing Vistra ITCL (India) Limited, as Trustee of CX Alternative Investment Fund), Mr. Mukund Santhanam Kasthuri, Mr. Shishir Goel (representing Lavender Private Limited), and Mr. Vijaykumar Selvam. No proxies were present.

Quorum and Records:

The Chairman confirmed the presence of the requisite quorum, and the meeting commenced. The draft copy of the Scheme of Amalgamation and other statutory registers were kept open and accessible for inspection by the members. The notice convening the meeting was circulated and taken as read.

Agenda and Resolution No. 01: Approval of Scheme of Amalgamation

The primary item on the agenda was the approval of the Scheme of Amalgamation of Varanam Hospitality Private Limited (Transferor Company No.1) and Thalappakatti Naidu Anandha Vilas Briyani Hotel Private Limited (Transferor Company No.2) with Thalappakatti Hotels Private Limited (Transferee Company) and their respective Shareholders and Creditors. The Chairman informed the members about the proposal as per Section 233 of the Companies Act, 2013. Questions and clarifications were invited from the members. Ms. Deepika Nagasamy proposed the resolution, which was seconded by Mr. Nishant Mangla.

Resolution Text:

The resolution passed was a "Special Resolution," which approves the amalgamation pursuant to Section 233 of the Companies Act, 2013, read with Rule 25 of the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, subject to the approval of the Hon'ble Regional Director, Southern Region, Ministry of Corporate Affairs, Chennai, or any other competent authority. This includes consent for the amalgamation of Varanam Hospitality Private Limited and Thalappakatti Naidu Anandha Vilas Briyani Hotel Private Limited with Thalappakatti Hotels Private Limited. The Scheme is set to become effective from October 1, 2024 (the Appointed Date), pending modifications recommended by the jurisdictional Registrar of Companies, the Official Liquidator, or other competent authorities.

The Board of Directors of the Transferee Company is authorized to take all necessary actions for the implementation of the Scheme, including making accounting entries and adjustments and carrying out modifications/directions as ordered by the Hon'ble Regional Director, Southern Region, Ministry of Corporate Affairs, Chennai, or any other appropriate authority. Any Director of the Company is authorized to issue certified copies of these resolutions to the concerned authorities as and when required.

Voting Results:

All 7 votes cast were in favor of the resolution, with no votes against. Therefore, the resolution was carried unanimously as a Special resolution.

Vote of Thanks and Conclusion:

With no further business, the meeting concluded with a vote of thanks to the Chair. Deepika Nagasamy signed as Chairman.