C.A.(CAA)/127/MB-I/2022

In the matter of

The Companies Act, 2013 (18 of 2013)

and

Section 232 r/w Section 230 of

The Companies Act, 2013

and other applicable provisions of

The Companies Act, 2013 read with the

Companies (Compromises, Arrangements

and Amalgamations) Rules, 2016;

In the matter of

Scheme of Amalgamation of

The Scheme of Merger by Absorption

Gamma Pizzakraft Private Limited

CIN: U00060MH2005PTC365645 …Petitioner Company 1/

Transferor Company 1

Gamma Pizzakraft (Overseas) Private

Limited

CIN: U51101MH2007PTC365646 Petitioner Company 2/

Transferor Company 2

Sapphire Foods India Limited

CIN: L55204MH2009PLC197005 …Petitioner Company 3/

Transferee Company

(collectively referred to as the “Petitioner Companies”)

Order delivered on 20.03.2024

C.A.(CAA)/127/MB-I/2022 Coram:

Shri. Prabhat Kumar (Justice) Shri V. G. Bisht Hon’ble Member (Technical) Hon’ble Member (Judicial)

Appearances :

For the Petitioner (s) : Mr. Ajit Singh Tawar a/w Mr. Kushal Kumar For the Regional Director : Mr. Bhagwati Prasad, Deputy Director, Office of The Regional Director, Western Region, Mumbai ORDER

1. Heard the learned Counsel for the Petitioners and the representative of the Regional Director Western Region, Ministry of Corporate Affairs, Mumbai. No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petition, except as otherwise stated hereunder.

2. The sanction of the Tribunal is sought under sections 232 r/w Section 230 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, to the Scheme of Merger by Absorption of Gamma Pizzakraft Private Limited (“Transferor Company 1”) and Gamma Pizzakraft (Overseas) Private Limited (“Transferor Company 2”) with Sapphire Foods India Limited (“Transferee Company”) and their Respective Shareholders.

3. The First Petitioner Company is currently engaged in is engaged C.A.(CAA)/127/MB-I/2022 in food and beverage business in India, the Second Applicant Company is currently engaged in food and beverage business along-with management consultancy and the Third Applicant Company is principally engaged in the franchisee business of KFC and Pizza Hut restaurants in India. Further, it is engaged in the activities of running restaurants, food outlets, refreshment rooms for food and beverages, delivery outlets, etc.

4. The proposed Scheme of Merger by Absorption was approved by the Board of Directors of the respective Petitioner Companies on 11^th February, 2022. The Board of Directors of the respective Petitioner Company believe that the Scheme is in the best interests of the respective entities and their respective stakeholders including its shareholders, employees, and creditors. The Appointed Date for the Scheme of Merger by Absorption is 1^st day of April 2022.

5. The joint Company Petition have been filed in consonance with the order dated 04^th October 2023, passed by this Tribunal in the connected Company Scheme Application bearing C.A.(CAA)/127/MB-I/2023 and the Petitioner Companies have complied with all requirements as per directions of this Tribunal and they have filed necessary Affidavits of compliance with this Tribunal. Moreover, the Petitioner Companies undertake to comply with all the statutory requirements, if any, as may be required under the Companies Act, 2013 and the Rules made there under. The said undertaking is accepted by the Petitioner Companies.

6. By sanction of this Scheme of Merger by Absorption the Petitioner Companies will be able to achieve the following:

• Consolidation of businesses of the group.

C.A.(CAA)/127/MB-I/2022 • Reduction in number of companies and regulatory compliances thereof.

• Streamlining the holding structure.

• Ease of management.

• Integration and efficiency of operations, economies of scale and financial position.

• Reduction of overheads including administrative, managerial, and other expenditure, optimal utilization of resources; and • Greater financ