THEGOT HOSPITALITY PRIVATE LIMITED VS

3. The Registered offices of both the Applicant Companies are situated in the State of Haryana and hence are under the jurisdiction of this Bench.

4. The facts of the case, as stated in the Application, are summarised below:

(i) The Applicant Company No. 1 was incorporated on 18.03.2020 under the Companies Act, 2013, in the state of Haryana under the name of Thegot Hospitality Private Limited. The Equity Shares of the Applicant Company No. 1 are not listed on any Stock Exchange in India.

(ii) The main objects for which the Applicant Company No. 1 as set out in its Memorandum of Association are as follows:

"I. To carry on the business of production, retail, processing, preparation, packaging, sale and distribution of all non- alcoholic beverages, including but not limited to, carbonate soft drinks, fruits and vegetable juices, fruit and vegetable juice containing drinks, fruit, flower and vegetable juice containing drinks, packaged waters, sports drinks (hyperyonic, isotonic, hypertonic, energy or fluid replacement or replenishment drinks), Bubble Tea, teas (including flavored teas), coffees (including flavored coffees), non-dairy and flavored dairy milk, and other kinds of beverages within and outside of India.

2. To carry on the business processing, preparation, packaging, import, export, sale distribution and generally deal in all kind of beverage bases an essence, crown corks, bottles, cases, tins and/or any other form of containers, inputs, ingredients and raw materials required for or used in connection with production of non-alcoholic beverages, and provide technology and ingredients required for the production thereof.

3. To carry on the business of preservation, dehydration, freeze-drying, freeze, drying, drying canning, tinning, bottling and packing of all or any of the produces and products mentioned above and foods stuffs, provisions and consumable materials of all kinds."

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A copy of the Master Data, Certificate of Incorporation, Memorandum and Articles of Association of the Applicant Company No. 1 has been annexed as Annexure A-2 to the Application.

(iii) The share capital structure of the Applicant Company No. 1 as on 31.03.2025 is as follows:

It is submitted that subsequent to 30.11.2025, there has been no

change in the issued, subscribed, and paid-up capital of the

Applicant Company No. 1.

(iv) The Board of Directors of the Applicant Company No. 1, at their board meeting held on 22.07.2025, approved and adopted the Scheme. The extracts of the board resolution approving the Scheme have been annexed as Annexure-6 to the Application. The copy of the audited accounts of the Applicant Company No. 1 as on 31.03.2024 and the unaudited financials as on 31.03.2025 have been annexed as Annexure A-3 to the Application.

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(v) The Applicant Company No. 2 was incorporated on 26.09.2012, under the provisions of the Companies Act,1956, in the state of Haryana.

(vi) The main objects for which the Applicant Company No. 2 as set out in its Memorandum of Association are as follows:

"Coffee curing, roasting, grinding and blending etc. including manufacture of instant coffee, chicory, and other coffee substitutes, essence of concentrates of coffee."

The copy of the Certificate of Incorporation, Memorandum and Articles of Association of the Applicant Company No. 2 has been annexed as Annexure A-4 to the Application.

(vii) The share capital structure of the Applicant Company No. 2 as on 31.03.2025 is as follows:

*Note: The Transferee Company is in the process of increasing its authorized

share capital (for equity shares) from 2,20,000 (two lakh twenty thousand)

equity shares of INR 10/- (Indian Rupees ten only) each, to 2,35,000 (two

lakh thirty five thousand) equity shares of INR 10/- (Indian Rupees ten only)

each.

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It is submitted that, subsequent to 31.03.2025, there has been no change in the aforesaid share capital structure of the Applicant Company No. 2.

(viii) The Board of Directors of the Applicant Company No. 2, at their board meeting held on 05.05.2025, approved and adopted the Scheme. The extracts of the board resolution approving the Scheme have been annexed as Annexure A-7 to the Application.

(ix) The copy of the audited accounts of the Applicant Company No. 2 as on 31.03.2024 and the unaudited financials as on 31.03.2025 have been annexed as Annexure A-5 to the Application.

(xiii) The certificate of a statutory auditor of Applicant Company No.1 and Applicant Company No. 2 confirming that the accounting treatment in the scheme is in conformity with Section 133 of the Companies Act, 2013, has been annexed as Annexure A-19 and Annexure A-20 to the Application.

(x) The following are the Directors of Applicant Company No. 1 and Applicant Company No. 2:

Details of Applicant Company No. 1 as on 30.06.2025:

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Shivam Shahi 10002921 Director 27.11.2024 Details of Applicant Company No. 2 as on 30.06.2025:

5. It is submitted that the Rationale of the Scheme for Amalgamation as set out in the Scheme between the Applicant Companies and their respective shareholders and creditors is, inter alia, as follows:

"(a) The Amalgamation is expected to achieve cost savings from more focused operational efforts, rationalization and standardization of business processes by way of consolidation.

(b) The Amalgamation is in line with Applicant/Transferee Company's strategy and is expected to achieve business synergies and is expected to enable carrying on the businesses more economically.

(c) The Amalgamation is intended to rationalize the business operations and activities, to utilize the potential for growth and diversification and for better optimization of costs and resources.

(d) The Amalgamation would result in consolidation to enable better and more efficient management, and more opportunities to vigorously pursue growth and expansion. "

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6. The Applicant Company submitted that the proposed Scheme does not provide a reduction in share capital of either of the Applicant Companies as per Section 230(2)(b). The Affidavit in respect thereto by the Applicant Companies has been annexed as Annexure A-25 to the Application.

7. Further, the proposed Scheme is not a Corporate Debt Restructuring Scheme as contemplated under section 230(2)(c) of the Act; hence, the creditor's responsibility statement and other requirements under section 230(2)(c) of the Act do not apply to the present case. The Affidavit in respect thereto by the Applicant Companies has been annexed as Annexure A-26 to the Application.

8. The Applicant Companies submitted that no investigation or other legal proceedings are pending against either of the Applicant Companies, which have a material bearing effect on the aspect of sanction of the Scheme. The Affidavit to the above by the Applicant Companies has been annexed as Annexure A-27 and A-28 to the Application.

9. The Applicant Companies submitted that the notification of the scheme to the Competition Commission of India ("CCI"), under the provisions of the Competition Act, 2002, is not required as the threshold limits specified for the mergers and amalgamations, i.e., value of assets being acquired, taken control of, merged or amalgamated is below the threshold limits for which CCI approval is required, i.e., assets in India of not more than INR 450,00,00,000 (Indian Rupees Four Hundred and Fifty Crores), or turnover in India of not more than INR 1,250,00,00,000 (Indian Rupees One Thousand Two Hundred and Fifty Crores), as on the Appointed

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Date i..e. April 01, 2025. In addition, it is submitted that the deal value threshold of INR 2,000,00,00,000 (Indian Rupees Two Thousand Crores) is also not breached. The Affidavits with respect to the above by each of the Applicant Company No. 1 and Applicant Company No. 2 have been annexed as Annexure A-21 and Annexure A-22, respectively, to the Application.

10. The Appointed Date means April 01, 2025, or such other date as may be approved by the Tribunal, for this Scheme.

11. It is stated that the Scheme also takes care of the interests of the staff/workers and employees of the Applicant Companies by virtue of Clause 8 of Part B of the Scheme.

12. The Applicant Companies have furnished the details of the Shareholders, Secured Creditors, and Unsecured Creditors as follows:

Applicant Company No. 1

Applicant Company No. 2

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13. We have heard the Learned Counsel for the Applicant Companies and have perused the material available on record carefully.

14. It is observed that consent affidavits from all Equity Shareholders of Applicant Company No. 1 have been duly filed. As there are no Preference Shareholders, Secured Creditors, or Unsecured Creditors in Applicant Company No. 1, convening their meetings is not required. In the case of Applicant Company No. 2, no consent affidavits have been filed as regards its Equity Shareholders, Preference Shareholders, or Unsecured Creditors; therefore, their meetings are required to be convened. However, as the consent affidavit of the Secured Creditor of Applicant Company No. 2 has been filed, convening its meeting is dispensed with. Accordingly, we dispose of the Company Application bearing CA(CAA)No.44/Chd/Hry/2025 with the following directions :

I. In relation to Applicant Company No. 1

(i) The meeting of the Equity Shareholders of Applicant Company

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No. 1 is dispensed with, keeping in view the shareholding and ownership pattern of the Company and the fact that the consents by way of affidavits have been received.

(ii) The meeting of the Preference Shareholders, Secured Creditors, and Unsecured Creditors of Applicant Company No. 1 is not required.

II. In relation to Applicant Company No. 2

(i) The meeting of the Equity Shareholders, Preference Shareholders, and Unsecured Creditors of Applicant Company No. 2 is to be convened since no consent affidavit has been received from the same.

(iii) The meeting of the Secured Creditors of Applicant Company No. 2 is to be dispensed with, keeping in view the fact that the consents by way of affidavit have been received.

III. It is directed that the meetings of the Equity Shareholders, Preference Shareholders (Series A, A2, A3, Bl, B2 and B3 Preference Shares of the face value of Rs.10/- each and Series C and D Preference Shares of the face value of Rs.1000/- each) and Unsecured Creditors of the Applicant Company No. 2, shall be convened and held through video conferencing or any other audio-visual means within 45 days of publication of advertisement in the newspaper as decided by the Chairperson for the purpose of considering and, if thought fit, approving with or without modification(s) of the Scheme.

IV. At least one month before the date of the aforesaid meetings, an advertisement about the convening of the said meetings, indicating

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the day, date, place, and time, as aforesaid, shall be published in

"Times of India" (English Daily-NCR Edition) and "Jan Satta" (Hindi daily- NCR Edition). The publication shall indicate the time within which copies of the Scheme shall be made available to the concerned persons free of charge from the Registered Office of the Applicant Companies. The publication shall also indicate the statement required to be furnished according to Section 102 of the Act, read with Sections 230 to 232 of the Act.

V. At least one month before the date of the meetings to be held as aforesaid, a notice in Form No. CAA 2 convening the said meetings, indicating the day, the date, the place and time aforesaid, together with a copy of the Scheme, a copy of statement required to be furnished pursuant to Sections 230 and 232 read with Section 102 of the Companies Act, 2013, and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 shall be sent by Registered Post or Speed Post or by Courier or E-Mail or Hand Delivery, addressed to Equity Shareholders, Preference Shareholders and Unsecured Creditors of Applicant Company No. 2 at their respective registered or last known addresses or e-mail addresses as per the records of the Applicant Company No. 2.

VI. Mr. Pulkit Goyal, Advocate, Email ID: pulkit1401@gmail.com, Mobile no. 8196858880, Address: #170/2, Sector 21-A, Chandigarh 160022, is appointed as the Chairperson for the meeting to be called under this Order. An amount of Rs. 1,50,000/- (Rupees One Lakh fifty Thousand Only) will be paid for his services as the Chairperson.

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VII. Mr. Suresh Kumar Pillay, Company Secretary, Email ID:

sksuresh78@gmail.com, Mobile no. 9896087150, Address: Shop No. 2, First floor, opposite Gurunank Enclave, Dhakoli, Zirakpur -160104, is appointed as the Scrutinizer for the above meeting to be called under this order. An amount of Rs. 75,000/- (Rupees Seventy Five Thousand Only) will be paid for his services as the Scrutinizer.

VIII. It is directed that the quorum of the meetings will be in compliance with Section 103 of the Companies Act, 2013.

IX. It is further directed that the voting through a valid proxy has

been dispensed by the Ministry of Corporate Affairs vide circular No. 14/2020 dated 08.04.2020; hence, meetings of members of equity shareholders and any class of creditors shall not be conducted or counted through proxy.

X. The Applicant Company No. 2 shall issue the advertisements and send out the notices of the aforesaid meetings. The Chairperson shall have all the powers under the Articles of Association of the Applicant Companies and also under the Rules in relation to the conduct of the meetings, including deciding any procedural questions that may arise at the meetings.

XI. The Applicant Company No. 2 shall furnish a copy of the Scheme free of charge within one day of any requisition for the Scheme made by any creditor entitled to attend the meeting as aforesaid.

XII. The Applicant Companies shall file an Affidavit not less than 7 (seven) days before the date fixed for the meetings and report to this

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Tribunal that the directions regarding issuance of notices and advertisement of the meetings have been duly complied with as per Rule 12 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

XIII. It is further ordered that the Chairperson shall report to this Tribunal on the result of the meeting in Form No. CAA-4, along with an affidavit, as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, within 7 (seven) working days from the date of conclusion of the aforesaid meetings. The Chairperson would be fully assisted by the authorized representative/Company Secretary of the Applicant Companies and the Scrutinizer for conducting the required meetings and preparing and finalizing the report.

16. With the aforesaid directions, the First Motion Company Application bearing CA(CAA)/44/Chd/Hry/2025 stands allowed and disposed of accordingly, by giving liberty to the Applicant Company to file a Second Motion Petition.

17. A copy of this Order shall be supplied to the learned Counsel for the Applicant, who in turn shall supply a copy of the same to the Chairperson and the Scrutinizer immediately.

Sd/- Sd/-

Kaushalendra Kumar Singh Khetrabasi Biswal

Member (Technical) Member (Judicial)

Gitesh

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