ORDER
1. The present Joint Company Petition has been filed by the Petitioner Companies, namely; Bharti Land Limited (Demerged Company 1 / Petitioner Company 1), Gourmet Investments Private Limited (Demerged Company 2 / Petitioner Company 2), Bharti (SBM) Holdings Private Limited (Transferor Company 1 / Petitioner Company 3), Bharti (RBM) Holdings Private Limited (Transferor Company 2 / Petitioner Company 4), Bharti (RM) Holdings Private Limited (Transferor Company 3 / Petitioner Company 5), Digiminds Career Solutions Limited (Transferor Company 4 / Petitioner Company 6), Mehrauli Realty and Consultants Limited (Transferor Company 5 / Petitioner Company 7), Bharti Real Estates Limited (Transferor Company 6 / Petitioner Company 8), Bharti (LM) Enterprises Private Limited (Transferor Company 7 / Petitioner Company 9), and Bharti Overseas Private Limited (Resulting Company / Transferee Company / Petitioner Company 10) and their respective shareholders and creditors (collectively referred to as Applicant Companies/Petitioner Companies) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as 'the Act') read with the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016 (hereinafter referred to as 'Rules'), seeking
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sanction of the Composite Scheme of Arrangement (hereinafter referred as 'Scheme') between the Petitioner Companies and their respective shareholders and creditors. The copy of the Scheme is annexed as Annexure P-1 to the Petition.
2. The Composite Scheme of Arrangement is provided as follows:
2.1. Demerger of the Demerged Undertaking 1 ('Real Estate Asset Management Business') of the Petitioner Company 1 and the Demerged Undertaking 2 ("Pizza Express" and "Chilis" dining restaurants) of the Petitioner Company 2 (hereinafter, collectively to be referred as Demerged Undertakings), and vesting of the said Demerged Undertakings into the Petitioner Company 10 pursuant to Part II of the Scheme;
2.2. Amalgamation of Petitioner Companies 3 to 5 into the Petitioner Company 10 pursuant to Part III of the Scheme, subsequent to the completion of the demergers referred to in 2.1 above; and
2.3. Amalgamation of Petitioner Companies 6 to 9 into the Petitioner Company 10 pursuant to Part IV of the Scheme, subsequent to the completion of the amalgamations referred to in 2.2 above.
3. The Petitioner Companies had jointly filed the First Motion Application bearing CA(CAA)No. 40/Chd/Hry/2024 seeking directions for dispensing with the requirement of convening meetings of Shareholders and Creditors of the Petitioner Companies 1 to 10.
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4. This Tribunal, vide, its Order, dated 22.05.2025, allowed the First Motion Application and directed that the requirement of convening the separate meetings of the shareholders/creditors (including debenture holders) of all the Petitioner Companies were dispensed with.
5. The main objects, date of incorporation, authorized and paid-up share capital, and the rationale of the Scheme have already been discussed in details in the First Motion Order dated 22.05.2025. The Board of Directors of the Petitioner Companies have approved the Scheme at their meeting of following dates subject to all applicable regulatory approval(s), the approval of the creditors and shareholders and the sanctioning of the same by the Adjudicating Authority.:
5.1. Board of Directors of Petitioner Companies 1, 2 and 3 have approved the Scheme at their meeting held on 13.11.2024.
5.2. Board of Directors of Petitioner Company 4 has approved the Scheme at their meeting held on 11.11.2024.
5.3. Board of Directors of Petitioner Companies 5, 6 and 10 have approved the Scheme at their meeting held on 14.11.2024.
5.4. Board of Directors of Petitioner Companies 7, 8 and 9 have approved the Scheme at their meeting held on 12.11.2024. The certified true copy of the Board Resolution approving the Scheme of the Petitioner Companies is attached as Annexure P-5, 10, 15, 19, 23, 27, 31, 35, 39 and 43 to the Petition.
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6. This Tribunal vide Order dated 05.06.2025 directed that the notice of hearing be published in "Business Standard" (English Edition) and "Jansatta"
(Hindi Edition) calling for objections, if any. The Petitioner Companies were also directed to issue notice to the statutory and regulatory authorities. In compliance with this Order, the Petitioner Companies had served the notices to the concerned Statutory/Sectoral Authorities. The notice of hearing was published in national daily editions of "Business Standard" (English, Edition) and "Jansatta" (Hindi Edition) dated 01.07.2025.
7. In response to the abovementioned notices, the statutory authorities furnished their Reports and the Petitioner Companies have filed their clarification thereon. The same are as follows:
7.1. Official Liquidator
The Official Liquidator (hereinafter to be referred as 'OL') has filed its report vide diary no. 01421/4, dated 17.07.2025. The OL did not have any specific observation/objections on the basis of the facts in the joint petition and documents provided by the company, along with the rationale of the scheme.
7.2. Regional Director (RD) and Registrar of Companies (RoC)
The report of the Regional Director (hereinafter to be referred as 'RD'), together with the report of Registrar of Companies (hereinafter to be referred as 'RoC') have been filed vide Diary No. 01421/5 dated 31.07.2025. The RD/RoC has raised certain observations, and the Petitioner Companies have submitted their response vide Diary No. 01421/6 dated 20.08.2025, which are detailed below:
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| Observation in RD Report |
Response of Petitioner Companies |
| (a) In the case of Demerged Company-1, Demerged Company-2, Transferor Company-1, Transferor Company-3, the auditor has stated in the Auditor’s Report for the FY ended 31.03.2024, that the company has pending statutory dues. The company may clarify the same. |
That the statutory dues referred to in the observation are under litigation before jurisdictional forums/courts. That the Reports of the Income Tax Department in respect of these companies do not contain any adverse observations to the Scheme. That Clause 3.1 of Parts II, III and IV of the Scheme which deals with “Transfer of Liabilities” state that upon the Effective Date and with effect from the Appointed Date, all Liabilities of the Transferor Companies or those relating to the Demerged Undertakings shall, be transferred to, or be deemed to be transferred to the Resulting/ Transferee Company so as to become from the Appointed Date, the Liabilities of the Resulting/Transferee Company and the Resulting/ Transferee Company undertakes to meet, discharge and satisfy the same. The Scheme defines the term "Liability(ies)" as: “Means liabilities of every kind, nature and description, whether past, present or future, whether or not required to be reflected on a balance sheet in accordance with the Accounting Standards and includes contingent liabilities, secured loans, unsecured loans, borrowings, tax and statutory liabilities, contractual liabilities, duties, amounts lying in escrow, obligations, guarantees and those arising out of proceedings of any nature pertaining to the Demerged Undertakings as on the Appointed Date for Demergers and such additional liabilities arising to the Demerged Undertakings since the Appointed Date for Demergers, if any, and the Transferor Companies as on the Appointed Date for Mergers 1 to 3 |
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or the Appointed Date for Mergers 4 to 7, as applicable.
That Clauses 7 of Parts II, III and IV of the Scheme, which deal with
"Continuation of Legal Proceedings,"
state that upon the Effective Date, legal or other proceedings, if any (including before any court, statutory or quasi-judicial authority or tribunal), by or against any of the Transferor Companies or relating to the Demerged Undertakings, whether pending on the Appointed Date or which may be instituted any time in the future (irrespective of whether they relate to periods on or prior to the Appointed Date), and in each case relating to the Transferor Companies or the Demerged Undertakings, shall be continued and enforced by or against the Resulting/Transferee Company after the Effective Date, to the extent permissible under applicable law and in accordance with the Scheme.
If any such proceedings are pending, the same shall not abate, be discontinued or in any way be prejudicially affected by reason of the Scheme, and the proceedings may be continued, prosecuted and enforced by or against the
Resulting/Transferee Company in the same manner and to the same extent as they would or might have been continued, prosecuted and enforced by or against the respective Transferor/ Demerged Companies, as applicable, as if the Scheme had not been made.
Although the Scheme adequately deals with the treatment of disputed dues of the Demerged
Companies/Transferor Companies upon its transfer to the
Resulting/Transferee Company pursuant to the Scheme (as shown
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|
above), however, without prejudice, the Resulting/Transferee Company hereby undertakes to settle such disputed dues, as and when the claim is crystallized based on the outcome of the proceedings and applicable law. That the Resulting/Transferee Company hereby further undertakes to meet and discharge any statutory liabilities in accordance with applicable law that stand transferred to it from the Transferor Companies/Demerged Companies pursuant to the proposed demergers and amalgamations contemplated under the Scheme, and that the same shall not prejudice the rights of the Statutory Authorities to take appropriate recourse for recovering any existing or future statutory liabilities of the Petitioner Companies, in accordance with applicable law. |
| (b) In the case of Demerged Company- 1 and Demerged Company-2, the auditor has stated in the Auditor’s Report for the FY ended 31.03.2024, that the company has pending litigations. The company may clarify the same. |
It is submitted that, as previously affirmed, the Petitioner Companies do not have any material investigations or material proceedings/litigations against them. It is further submitted that Clauses 7 of Parts II, III and IV of the Scheme which deal with “Continuation of Legal Proceedings” state that upon the Effective Date, legal or other proceedings, if any (including before any court, statutory or quasi-judicial authority or tribunal), by or against any of the Transferor Companies or relating to the Demerged Undertakings, whether pending on the Appointed Date, or which may be instituted any time in the future (irrespective of whether they related to periods on or prior to the Appointed Date) and in each case relating to the Transferor Companies or the Demerged Undertakings shall be continued and enforced by or against the Resulting/ Transferee Company after the Effective Date, to the extent permissible under Applicable Law |
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|
and in accordance with the Scheme and that if any such proceedings are pending, the same shall not abate, be discontinued or in any way be prejudicially affected by reason of the Scheme and the proceedings may be continued , prosecuted and enforced, by or against the Resulting/Transferee Company in the same manner and to the same extent as they would or might have been continued, prosecuted and enforced by or against the respective Transferor/ Demerged Companies, as applicable, as if the Scheme had not been made. Accordingly, there will be no adverse impact on the pending litigations of the Demerged Companies (in relation to the Demerged Undertakings) and the Transferor Companies upon the effectiveness of the Scheme. Further, the pending litigations of the Demerged Companies pertaining to the Residual Undertakings, which will not be demerged, will continue in the Demerged Company. |
| (c) In the case of Demerged Company 2, the auditor stated in the audit report for the FY ended 31.03.2024, that the Company has incurred cash losses amounting to Rs. 566.16 lacs in the current year and amounting to Rs. 1920.94 lacs in the immediately preceding financial year. The company may clarify the same. |
The rationale for the Demerger between the Demerged Company 2 and Resulting/Transferee Company is as follows: (i) The Demerged Company 2 is engaged in the business of operating casual dining restaurants under the following brands, namely, “Pizza Express”, “Ministry of Crab”, “Chili’s” and “P.F. Chang’s”. These brands are in different phases of growth. While the brands forming part of the Demerged Company 2’s Demerged Undertaking, namely, “Pizza Express” and “Chili’s”, have grown to a sizeable scale and operations, the remaining brands retained in the Residual Undertaking of the Demerged Company 2, namely, “P.F. Chang’s” and “Ministry of Crab”, are in an incubation stage. These brands |
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accordingly have unique financial and management requirements.
(ii) As these brands approach their next phase of growth, it is strategically appropriate to segregate the mature brands from the early- stage brands to enable them to move forward independently, with greater focus and specialization, building further on their respective capabilities. This will also enable clear bifurcation for unlocking the value of matured/early-stage brands and pave the way for focused growth with a view to create significant shareholder value. This demerger will also enable the Demerged Company 2 to attract strategic financial investors for its Residual Undertaking to fund the growth and scale-up of the incubation brands.
(iii) Further, retaining early-stage brands within the Demerged Company 2 enables a focused incubation environment with resources aimed at nurturing and scaling them. Also, by housing incubation brands separately from mature brands, the Demerged Company 2 isolates the risks associated with new brands, thus protecting the mature brands' financial stability and reputation. This separation creates a more sustainable and resilient business model for both entities. Established brands in the Resulting/Transferee Company will provide stability, while the Demerged Company 2's early- stage brands offer long-term growth potential.
(iv) The demerger of mature brands from the Demerged Company 2 to the Resulting/Transferee Company will also benefit from centralized leadership in the
Resulting/Transferee Company,
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which has the wherewithal, experience, and expertise to take the mature brands to the next level. This will enable a common governance structure as well as sharper and specialized management focus on the specific needs of the respective businesses.
Given the above rationale, it is submitted that although there has been a net increase (of Rs. 16.46 Crore) in the Cash Losses of the Demerged company 2 during the current year, there has also been an increase (of Rs. 35.19 Crore) in the Total Income of the Demerged Company during the same period, which is nearly 48% growth over the preceding FY.
An increase in sales at the existing stores of the Demerged Company 2, as well as new stores opened by the Demerged Company 2 during the year, contributed to the increase in total income.
Given the nature of the industry, for the initial period for the newly opened stores, the costs remain on the higher side, resulting in a disproportionate increase in direct costs compared to sales. Also, the Demerged Company's selling, general, and administrative expenses have increased over the last year, as it is in the process of ramping up its operations, which overall results in higher cash losses in FY 2023-24 than in the previous year. It is submitted that there is no bar under Sections 230-232 of the Companies Act, 2013, for a demerger involving a loss-making company, and the commercial wisdom of the shareholders for taking decisions in this regard is a settled legal position.
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| (d) In the case of Demerged Company 2, the Auditor has issued a qualified opinion on internal financial control system in place for the accounting and for valuation based payment expenses under cash settled plans. This deficiency has been classified as a material weakness, indicating that there is a reasonable possibility that material misstatement in the financial statements may not be precedented or detected on a timely basis. The Company may clarify the same. |
It is clarified at the outset that there appears to be a typographical error in the observation of the RD/ROC as the qualified opinion referred to be in the observation is appearing in the Independent Auditor’s Report pertaining to FY 2023-24 of the Demerged Company 1 (and not Demerged Company 2). As regards the qualified opinion under Annexure A to the Independent Auditor’s Report, the Demerged Company 1 has since strengthened its internal controls and consequently, there is no qualification in the Independent Auditor’s Report for FY 2024-25. |
| (e) In the case of Transferor Company 4, the Auditor stated that in the audit report for the FY ended 31.03.2024, that the company has incurred cash losses amounting to Rs. 66 thousand in the current year and amounting to Rs. 8,380 thousand in the immediately preceding financial year. The company may clarify the same. |
It is submitted that the Transferor Company 4 discontinued its skilling and vocational training services for youth in India due to an inability to generate sufficient business during FY 2022–23. As a result, the Transferor Company 4 incurred cash losses in both FY 2022–23 and FY 2023–24. Moreover, the Transferor Company is a wholly owned subsidiary of the Resulting/Transferee Company and with a view to reducing duplicity of costs and to optimize the utilization of resources; it was proposed to merge the Transferor Company 4 into the Resulting/Transferee towards simplification of group structure. As per the Scheme, the liabilities of the Transferor Company 4 will be assumed by the Resulting/Transferee upon the merger becoming effective. It is submitted that there is no bar under the Section 230–232 of the Companies Act, 2013 for an amalgamation involving a loss- making company and the commercial wisdom of the shareholders for taking decisions in this regard is a settled legal position. |
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| (f) In the case of Transferor Company 6, the Auditor reported that the company has subscribed to Optionally Convertible Debentures of group companies (namely Bharti Enterprises Limited) amounting Rs. 1,20,000 (thousand) at nil rate of interest. The company may clarify the same. |
Bharti Enterprises Limited (a group company) has since amended the redemption term of the OCDs that were issued by it and subscribed by the Transferor Company 6 and based on such amendment, The Transferor Company 6’s Statutory Auditors for FY 2024-25 (who were also the Statutory Auditors for FY 2023-24) have issued a certificate stating that in light of the amendment, they are of the view that the subscription to the OCDs is no longer prejudicial to the interest of the Transferor Company 6. |
| (g) The Scheme has two appointed dates, i.e. one for demerger of companies, which is 01.04.2025, and the other for the merger of petitioner companies, which is the effective date of the scheme. The company may clarify the reason for taking different appointed dates. |
The "Appointed Date for Demergers" is defined to mean the commencement of business hours of April 1, 2025. The "Appointed Date for Mergers" is defined to mean the Effective Date. For the purpose of effecting the mergers, each of the Transferor Companies will have to prepare their accounts on an un-segmented basis (as on the Appointed Date for Mergers). Since most of the Transferor Companies are holding companies and their accounts do not need to be prepared on a business segment-wise basis, it was found convenient that the Effective Date for Mergers is fixed as the Appointed Date for Mergers. However, for the purpose of effecting the demergers, each of the Demerged Companies will have to prepare their accounts as on the Appointed Date for Demergers on a business segmented basis (i.e. separate accounts for the Demerged Undertakings and for the Residual Undertakings). Since the preparation of business segment-wise accounts takes longer and requires more resources, it was found convenient that the 1st day of the Financial Year |
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|
is fixed as the Appointed Date for Demergers (i.e. April 1, 2025) so that the year ending accounts for the previous Financial Year can be relied upon (i.e. March 31, 2025). In any event, as has been held by the NCLT in other matters, there is no prohibition or restriction on fixing separate appointed dates for separate transactions (of merger and demerger) which are being implemented through one consolidated scheme of arrangement. |
| (h) In the case of Transferee / Resulting company, the auditor has stated in the Auditors' Report for the FY ended 31.03.2024, that the title deed of one immovable property situated at Mangar Village, Faridabad Haryana having a gross value and net block value of Rs. 73,28,000 is not held in the name of the company. Further, non- holding of title deeds arises question regarding the validity of ownership, assets control and risk of litigation or future claim on the property. The company may clarify the same. |
Presently, there are certain restrictions on the registration of the land since it is uncultivable hilly land, and as a result, the registration of the land could not be done in the name of the Resulting/Transferee Company. The Resulting/Transferee Company's investment of Rs. 73.28 Lakhs in the said land is insignificant compared to the Resulting/Transferee Company's total asset size of Rs. 1,334.22 Crores as on March 31, 2024. Also, this will not have any impact on the current restructuring, as this land is owned by Resulting/Transferee Company and not the Demerged Companies or Transferor Companies. |
| (i) The Transferee Company may kindly be directed to comply with the provisions of Section 232(3)(i) of the Companies Act, 2013 regarding fee payable of its revised Authorized Share Capital. |
It is submitted that Clause 13 of Parts III and IV of the Scheme are in consonance and compliance with Section 232(3)(i) of the Companies Act, 2013 as it provides that the fees paid by a transferor company on its authorized share capital prior to an amalgamation can be set off against the fees payable by the transferee company on its authorized share capital enhanced by the amalgamation. Accordingly, the said Clause 13 of Parts III and IV of the Scheme simply reiterates the statutory prescription that the |
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Resulting/Transferee Company shall be entitled to a merger of the authorized share capital of the Resulting/Transferee Company, along with a credit of statutory fees paid to the Registrar of Companies by the Transferor Companies in such regard.
Without prejudice and if applicable, the Resulting/Transferee Company hereby undertakes to comply with the provisions of Section 232(3)(i) of the Companies Act, 2013 to pay any additional fee that may be payable after the adjustments under Section 232(3)(i) are made.
7.3. Income Tax Department
The report of the Income Tax Department (hereinafter to be referred as 'ITD') have been filed vide Diary No. 01421/8 dated 23.08.2025. The ITD has raised certain observations, and the Petitioner Companies have submitted their joint reply vide Diary No. 01421/7 dated 20.08.2025, which are detailed below:
Petitioner Observation / Objection Joint reply by the Company by ITD Petitioner Companies
Petitioner As per recovery It is submitted that, in
Company Module/ITBA Portal no response to the
1 collectable demand is observations contained in due. However, demand of the Reports, the sanction of Rs.24,60,887/- for AY the Scheme by this Hon'ble 2016-17 is due marked as Tribunal shall not prejudice Non-collectable. the rights of the Income Tax As per ITBA portal Department to verify and assessment proceedings ascertain, at a later stage, u/s 143(3) is pending with the effect of the FAO for AY 2024-25. arrangements
Further submitted that no contemplated in the Penalty/Prosecution Scheme and the
proceedings pending in consequential tax this case. implications.
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| Petitioner Company 2 |
No Objections |
That the Petitioner Company 10/ Transferee Company hereby undertakes to meet and discharge any tax liabilities in accordance with applicable law, that stand transferred to it from the Transferor Companies/ Demerged Companies pursuant to the proposed demergers and amalgamations contemplated under the Scheme and that the same shall not prejudice the rights of the Income Tax Department to take appropriate recourse for recovering any existing or future tax liabilities of the Petitioner Companies, in accordance with applicable law. It is submitted that the Petitioner Company 10/Transferee Company hereby undertakes to comply with all applicable provisions of the Income Tax Act, 1961. It is submitted that all tax demands, assessment proceedings, and appeals of whatsoever nature by or against the Petitioner Companies 1 to 9, pending or arising as at the effective date, shall be continued and enforced against the Petitioner Company 10/Transferee Company. Any recovery proceedings by the ITD with respect to existing or future tax liabilities of the Petitioner |
| Petitioner Company 3 |
As per recovery Module/ITBA Portal, a demand of Rs. 7,91,700/- is due for AY 2013-14, 2015-16 and 2018-19. As per ITBA portal assessment proceedings u/s 143(3) of the IT Act for A Y 2023-24 and a penalty proceedings U/s 270A for A Y 20 1 8- 1 9 is pending with FAO. Further submitted that no Prosecution proceedings pending in this case. |
| Petitioner Company 4 |
As per recovery Module/ITBA Portal a collectable demand of Rs.6,66,790/- is due. A demand of Rs. 21,24,69,490/- is due marked as non- collectable. As per ITBA portal a penalty proceedings U/ s 270A for AY 20 1 8- 19 is pending with FAO. Further submitted that no Prosecution/ Assessment proceedings pending in this case. |
| Petitioner Company 5 |
No Objections |
| Petitioner Company 6 |
No Objections |
| Petitioner Company 7 |
No Objections |
| Petitioner Company 8 |
As per recovery Module/ITBA Portal, a demand of Rs. 5,24,000/- is due for AY 2023-24. |
2 Company hereby
Petitioner As per recovery undertakes to meet and
Company Module/ITBA Portal, a discharge any tax liabilities
3 demand of Rs. 7,91,700/- in accordance with is due for AY 2013-14, applicable law, that stand 2015-16 and 2018-19. transferred to it from the Transferor Companies/
As per ITBA portal Demerged Companies assessment proceedings pursuant to the proposed u/s 143(3) of the IT Act for demergers and A Y 2023-24 and a penalty amalgamations proceedings U/s 270A for contemplated under the A Y 20 1 8- 1 9 is pending Scheme and that the same with FAO. Further shall not prejudice the submitted that no rights of the Income Tax Prosecution proceedings Department to take pending in this case. appropriate recourse for
Petitioner As per recovery recovering any existing or
Company Module/ITBA Portal a future tax liabilities of the
4 collectable demand of Petitioner Companies, in Rs.6,66,790/- is due. A accordance with applicable demand of Rs. law.
21,24,69,490/- is due
marked as non- It is submitted that the collectable. Petitioner Company
As per ITBA portal a 10/Transferee Company penalty proceedings U/ s hereby undertakes to 270A for AY 20 1 8- 19 is comply with all applicable pending with FAO. provisions of the Income Further submitted that no Tax Act, 1961. Prosecution/ Assessment
proceedings pending in It is submitted that all tax this case. demands, assessment
Petitioner No Objections proceedings, and appeals of
Company whatsoever nature by or
5 against the Petitioner
Petitioner No Objections Companies 1 to 9, pending
Company or arising as at the effective
6 date, shall be continued
Petitioner No Objections and enforced against the
Company Petitioner Company
7 10/Transferee Company.
Petitioner As per recovery
Company Module/ITBA Portal, a Any recovery proceedings
8 demand of Rs. 5,24,000/- by the ITD with respect to is due for AY 2023-24. existing or future tax liabilities of the Petitioner
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| Petitioner Company 9 |
As per the ITBA system of Circle-10(1), New Delhi, Assessment Proceeding u/s 143(3) of the Income Tax Act, 1961, for the AY 2024-25 is pending against the company in FAO. All tax assessment proceedings and appeals of whatsoever nature by or against the above said Transferor company, i.e., Bharti(LM) Enterprises Private Limited, pending or arising as at the effective date shall be continued and enforced against the resulting/ transferee company i.e Bharti Overseas Private Limited. |
Companies will not abate or be adversely impacted on account of the proposed Scheme. |
| Petitioner Company 10 |
As per recovery Module/ITBA Portal, a demand of Rs. 3,299/- is due for AY 2018-19. As per the ITBA portal, assessment proceedings under section 143(3) are pending with FAO for AY 2024-25. It is further submitted that no penalty or prosecution proceedings are pending in this case. |
| For all Petitioner Companies 1 to 10 |
Apart from the above- mentioned proceedings, all tax assessment proceedings and appeals of whatsoever nature by or against the above- mentioned company, pending or arising as at the effective date, shall be continued and enforced against the company. The Department reserves its right to determine the |
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tax implications under the scheme of arrangement of the company in
accordance with the provisions of the Income Tax Act, 1961, and the provisions of the Income Tax Act, 1961 shall prevail over anything contrary provided under the scheme.
7.4. Food Safety and Standard Authority of India (FSSAI)
The Food Safety and Standard Authority of India (hereinafter to be referred as 'FSSAI') had issued a letter to Bharti Overseas Private Limited (Resulting Company/Transferee Company/Petitioner Company No. 10) vide file No. RCD/03001/1/2/2024 dated 14.07.2025. The said letter was in reference to Gourmet Investment Private Limited (Petitioner Company No. 2/ Demerged Company 2). The Petitioner Companies have submitted their response vide Diary No. 01421/6 dated 20.08.2025, which are detailed as follows:
| Observations of the FSSAI |
Response of the Petitioner Companies |
| In this regard, it is informed that the Food Safety and Standards Authority of India (FSSAI) does not have any role in the amalgamation/demerger between the said companies. However, subsequent to the amalgamation/demerger, in case of any changes involving the Directors/Board of Directors, Person-in-Charge of Operations and Nominees under FSSAI Licenses, Kind of Business (KoB), Registered Office address, Premises address, or any other compliance under the FSS Act, |
That the Demerged Company 2/ Petitioner Company 2 and Resulting Company/ Petitioner Company 10, hereby undertake to intimate the concerned Licensing Authority in case there is any change in directors/ board of directors, person-in-charge of operations and nominees under FSSAI Licenses, kind of business, registered office and premises address subsequent to the demerger and to comply with the provisions of the Food Safety and Standard Act, 2006 and to make |
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2006, the same shall be appropriate amendments in the intimated to the concerned FSSAI License/ records. Licensing Authority forthwith,
and appropriate amendments
shall be made in the FSSAI
License/records.
Furthermore, any liability of the
company, its directors, or any
individual under the FSS Act,
2006 shall continue to be
applicable and proceed in
accordance with the provisions of
the Act and the regulations
framed thereunder until fully
resolved.
8. The Statutory Auditors of all the Petitioner Companies have examined the Scheme in terms of provisions of Section 232 of the Act and rules made thereunder. The certificate of the Statutory Auditors with respect to the Scheme between Petitioner Companies to the effect that the accounting treatment proposed in the Scheme is in compliance with applicable Indian Accounting Standards (Ind AS) as specified in Section 133 of the Act read with Rules made thereunder and other Generally Accepted Accounting Principles is annexed as Annexure P-44 to the Petition.
9. We have heard the learned Counsel for the Petitioner Companies as well as the Authorities and have gone through the material available on record carefully. We find that observations made by the statutory authorities do not have any impediments in sanctioning the proposed Scheme.
10. On the basis of the facts and submissions made by the learned counsel and on perusal of the Scheme, the Composite Scheme of Arrangement between the Petitioner Companies appears to be prima facie in compliance
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with all the requirements stipulated under the relevant Sections of the Companies Act, 2013. In the light of clarification given by the Petitioner Companies, the observations as made by the Statutory/ Regulatory authorities do not appear to have any impediments in sanctioning the proposed Scheme of Arrangement. We are of the considered view that the proposed Scheme is bona fide and in the interest of the shareholders and creditors. Since, all the requisite statutory compliance has been fulfilled, this Tribunal sanctions the Scheme of Arrangement appended as Annexure P-1 to the Petition.
11. Notwithstanding the above, if there is any deficiency found or, violation committed qua any enactment, statutory rules, or regulations, the sanction granted by this Tribunal to the Scheme will not come in the way of action being taken, albeit, in accordance with the law, against the concerned persons, directors and officials of the Petitioner Companies.
12. While approving the Scheme as above, it is clarified that this Order should not be construed as an Order in any way granting exemption from payment of stamp duty, taxes or any other charges if any, payment is due or required in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law.
13. The Income Tax Department will be free to examine the aspect of any tax payable as a result of the sanction of the scheme and if it is found that the Scheme of Arrangement ultimately results in tax avoidance or is not in accordance with the applicable provisions of the Income Tax Act, 1961, then
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the Income Tax Department shall be at the liberty to initiate appropriate course of action in accordance with the law. Any sanction of the scheme of arrangement under section 230-232 of the Companies Act, 2013 shall not adversely affect the rights of Income Tax Department or any past, present or future proceedings and the sanction of the scheme shall not come in its way for the appropriate course of action as per law for the tax liabilities, if any.
14. THIS TRIBUNAL DO FURTHER ORDER:
(i) The Composite Scheme of Arrangement envisaging Demerger of Undertaking 1 ('Real Estate Asset Management Business') of the Bharti Land Limited (Petitioner Company 1) and the Demerged Undertaking 2 ("Pizza Express" and "Chilis" dining restaurants) of the Gourmet Investment Private Limited (Petitioner Company 2) and vesting of the same with and into Bharti Overseas Private Limited (Petitioner Company 10) and the Amalgamation of Bharti (SBM) Holdings Private Limited (Transferor Company 1 / Petitioner Company 3), Bharti (RBM) Holdings Private Limited (Transferor Company 2 / Petitioner Company 4), Bharti (RM) Holdings Private Limited (Transferor Company 3 / Petitioner Company 5), Digiminds Career Solutions Limited (Transferor Company 4 / Petitioner Company 6), Mehrauli Realty and Consultants Limited (Transferor Company 5 / Petitioner Company 7), Bharti Real Estates Limited (Transferor Company 6 / Petitioner Company 8), Bharti (LM) Enterprises Private Limited (Transferor Company 7 / Petitioner Company 9) with and into Bharti Overseas Private Limited (Petitioner Company 10), annexed as "Annexure P-l" to the Petition is hereby
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sanctioned and it is declared that the Transferor Companies/Amalgamating Companies (Petitioner Companies 3 to 9) shall be dissolved without winding up and the same shall be binding on the Petitioner Companies and their shareholders and creditors and all concerned under the Scheme.
(ii) All the properties, rights, and powers of the Transferor Companies (Petitioner Companies 3 to 9), and of the Demerged Undertakings of the Demerged Companies (Petitioner Companies 1 and 2), shall stand transferred, without any further act or deed, to the Transferee Company (Petitioner Company 10). Accordingly, in accordance with Sections 230 to 232 of the Companies Act, 2013, the same shall be transferred to and vested in the Transferee Company for all the estates and interests of the Transferee Company, subject, however, to all charges, encumbrances, or liabilities now affecting the same;
(iii) All the liabilities and duties of the Transferor Companies (Petitioner Companies 3 to 9) and of Demerged Undertakings of the Demerged Companies (Petitioner Companies 1 and 2) be transferred, without further act or deed, to the Resulting Company (Petitioner Company 10), and accordingly the same shall pursuant to Sections 230 to 232 of the Act, be transferred to and become the liabilities and duties of the Resulting Company (Petitioner Company 10), respectively;
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(iv) All benefits, entitlements, incentives and concessions under incentive schemes and policies that the Transferor Companies (Petitioner Companies 3 to 9) and of Demerged Undertakings of the Demerged Companies (Petitioner Companies 1 and 2) are entitled to including under Customs, Excise, Service Tax, VAT, Sales Tax, GST and Entry Tax and Income Tax laws, subsidy receivables from Government, grant from any governmental authorities, direct tax benefit/exemptions/deductions, shall, to the extent statutorily available and along with associated obligations, stand transferred to and be available to the Resulting Company, as if the Resulting Company was originally entitled to all such benefits, entitlements, incentives and concessions;
(v) All proceedings, if any, now pending by or against the Transferor Companies (Petitioner Companies 3 to 9) and of Demerged Undertakings of the Demerged Companies (Petitioner Companies 1 and
2) shall be continued by or against the Resulting Company.
(vi) All contracts of the Transferor Companies (Petitioner Companies 3 to 9) and of Demerged Undertakings of the Demerged Companies (Petitioner Companies 1 and 2) which are subsisting or having effect immediately before the Effective Date, shall stand transferred to and vested in the Resulting Company, and be in full force and effect in favour of the Resulting Company, as the case may be, and be enforced by or against it as fully and effectually as if, instead of the Transferor Companies (Petitioner Companies 3 to 9) and of Demerged
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Undertakings of the Demerged Companies (Petitioner Companies 1 and 2), the Resulting Company, had been a party or beneficiary or obliged thereto;
(vii) All the employees of the Transferor Companies (Petitioner Companies 3 to 9) and of Demerged Undertakings of the Demerged Companies (Petitioner Companies 1 and 2) shall be deemed to have become the employees and the staff of the Resulting Company, with effect from the Appointed Date, and shall stand transferred to the Resulting Company, as the case may be, without any interruption of service and on the terms and conditions no less favorable than those on which they are engaged by the Transferor Companies (Petitioner Companies 3 to 9) and of Demerged Undertakings of the Demerged Companies (Petitioner Companies 1 and 2), as on the Effective Date, including in relation to the level of remuneration and contractual and statutory benefits, incentive plans, terminal benefits, gratuity plans, provident plans and any other retirement benefits;
(viii) The Appointed Date for the Scheme shall be 01.04.2025 as specified in the Scheme;
(ix) Upon this Scheme becoming effective and in consideration for the demerger and vesting of the Demerged Undertakings of Bharti Land Limited (Demerged Company 1 / Petitioner Company 1) and Gourmet Investments Private Limited (Demerged Company 2 / Petitioner Company 2) into Bharti Overseas Private Limited (Resulting Company
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/ Transferee Company / Petitioner Company 10) in terms of this Scheme, Bharti Overseas Private Limited shall, without any further act or deed, issue and allot its fully paid-up Compulsorily Convertible Preference Shares (hereinafter referred to as "CCPS") / Optionally Convertible Redeemable Preference Shares (hereinafter referred to as
"OCRPS"), convertible into equity shares, to the equity shareholders of the Demerged Companies whose names appear in the respective registers of members as on the Record Date for Demergers, in proportion to their respective shareholding in the Demerged Companies as on the Record Date, as follows:
(A) In respect of Demerged Undertaking 1 of Bharti Land Limited, 76,575 CCPS/OCRPS (convertible into 76,575 equity shares) shall be issued and allotted to the equity shareholders of Bharti Land Limited, based on their respective shareholding as on the Record Date.
(B) In respect of Demerged Undertaking 2 of Gourmet Investments Private Limited, 41,792 CCPS/OCRPS (convertible into 41,792 equity shares) shall be issued and allotted to the equity shareholders of Gourmet Investments Private Limited, based on their respective shareholding as on the Record Date, as follows:
(a) 836 OCRPS to RBM Holdings Private Limited;
(b) 22,481 OCRPS to RM Holdings Private Limited;
(c) 3,277 OCRPS to Satya Trustees; and
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(d) 15,198 OCRPS to Mr. Ramit Bharti Mittal;
(x) The Resulting Company shall file the revised memorandum and articles of association with the concerned Registrar of Companies and the Resulting Company shall further make the requisite payments of the differential fee (if any) for the enhancement of authorized capital after setting off the fees paid by the Transferor Companies (Petitioner Companies 3 to 9);
(xi) The Petitioner Companies will furnish a self-certified copy of the approved Scheme and Schedule of Assets of the Transferor Companies (Petitioner Companies 3 to 9) and of Demerged Undertakings of the Demerged Companies (Petitioner Companies 1 and 2) to the Designated Registrar of this Tribunal. The Designated Registrar will issue a certified copy of this Order together with the authenticated copy of the approved Scheme and Schedule of Assets as its enclosures. All the Authorities are directed to act on the certified copy of this order as issued by the Designated Registrar.
(xii) The Petitioner Companies are directed to file the certified copy of this Order along with the copy of Scheme with the concerned Registrar of Companies, electronically along with e-form INC-28 within 30 days or an extended timeline with payment of additional fees, as may be applicable, from the date of receipt of the Order. Following that, necessary steps shall be taken up by the Registrar of Companies.
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(xiii) The Resulting Company are directed to lodge a copy of this Order and the approved Scheme and Schedule of Assets of the Transferor Companies (Petitioner Companies 3 to 9) and of Demerged Undertakings of the Demerged Companies (Petitioner Companies 1 and 2), duly authenticated by the Designated Registrar of this Tribunal respectively as the case may be, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any, within 60 days from the date of receipt of the Order.
(xiv) Any person interested shall be at liberty to apply to this Tribunal in the above matter for any directions that may be necessary.
15. Accordingly, the Company Petition bearing CP(CAA) No. 20/Chd/Chd/2025 stands allowed and disposed of. Sd/- Sd/-
Kaushalendra Kumar Singh Khetrabasi Biswal Member (Technical) Member (Judicial)
Aakash
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