IN THE NATIONAL COMPANY LAW TRIBUNAL

NEW DELHI BENCH – V

COMPANY PETITION (CAA) NO. – 37/(ND)/2024

WITH

COMPANY APPLICATION NO. CA (CAA) 32/(ND)/2024

Under Section 230-232 and other applicable provisions of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016)

IN THE MATTER OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT OF:

GLORIOUS IMPEX PRIVATE LIMITED

...PETITIONER NO.1/DEMERGED COMPANY

AND

SAIFAI HOSPITALITY PRIVATE LIMITED

...PETITIONER NO.2/RESULTING COMPANY

Order Delivered On: 18.12.2024

CORAM:

SHRI MAHENDRA KHANDELWAL, HON’BLE MEMBER (JUDICIAL)

DR. SANJEEV RANJAN, HON’BLE MEMBER (TECHNICAL)

PRESENT:

For the Petitioner : Mr. Kartikeya Goel, Adv.

For the IT Department : Mr. Puneet Rai, Sr. St. Counsel, Mr. Rishabh Nangia, Jr.

St. Counsel, Mr. Ashvini Kumar, Jr. St Counsel, Mr.

Nikhil Jain, Adv.

For the RD : Mr. Sumit Kansal, Ms. Manshi, Mr. Aryan Gupta,

Advs.

MEMO OF PARTIES GLORIOUS IMPEX PRIVATE LIMITED CIN: U51909DL2008PTC185854 Registered Office at: Cabin No. 5, Mezzanine Floor, Plot No. 47, Community Centre, Naraina Industrial Area Phase-I, New Delhi-110028 …Demerged Company/Petitioner No. 1 AND SAIFAI HOSPITALITY PRIVATE LIMITED CIN: U55101DL2024PTC425528 Registered office at: E-32, T/F, Jhilmil Colony, Shahdara, Delhi-110095 …Resulting Company/Petitioner No. 2

ORDER

PER: DR. SANJEEV RANJAN, MEMBER (TECHNICAL)

1. The present Joint Petition is filed by the Petitioner Companies herein M/s Glorious Impex Private Limited (Demerged Company/Petitioner No. 1) and M/s Saifai Hospitality Private Limited (Resulting Company/Petitioner No. 2) under Section 230-232 of the Companies Act, 2013 read with Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and the National Company Law Tribunal Rules, 2016, for the purpose of the Sanction of the proposed Scheme of Arrangement between the Demerged Company and the Resulting Company. The copy of the Scheme of Arrangement (hereinafter referred to as the “Scheme”), has been placed on record.

2. The Demerged Company/Petitioner No. 1 i.e., M/s Glorious Impex Private Limited is a private limited company incorporated on 16.12.2008 under the provisions of the Companies Act, 1956 vide CIN: U51909DL2008PTC185854, having its registered office at Cabin No. 5, Mezzanine Floor, Plot No. 47, Community Centre, Naraina Industrial Area Phase-I, New Delhi-110028. Thus, the registered office of the Demerged Company is under the jurisdiction of this Tribunal. The authorized share capital of the Demerged Company/ Petitioner No. 1 is Rs. 25,00,000/- divided into 2,50,000 Equity Shares of Rs. 10/- each. The present issued, subscribed and paid-up share capital of the Demerged Company is Rs. 20,19,000/- divided into 2,01,900 Equity Shares of Rs. 10/- each.

3. The Resulting Company/ Petitioner No. 2 i.e., M/s Saifai Hospitality Private Limited is a private limited company incorporated on 19.01.2024 under the provisions of the Companies Act, 2013 vide CIN: U55101DL2024PTC425528, having its registered office at E-32, T/F, Jhilmil Colony, Shahdara, Delhi-110095. Thus, the registered office of the Resulting Company is under the jurisdiction of this Tribunal. The authorised share capital of the Resulting Company/ Petitioner No. 2 is Rs. 10,000/- divided into 1,000 Equity shares of Rs. 10/- each. The present issued, subscribed and paid-up share capital of the Resulting Company is Rs. 10,000/- divided into 1,000 Equity Shares of Rs.10/- each.

4. The Petitioner Companies submit that the proposed scheme of arrangement of the Demerged Company and Resulting Company would have the following benefits: - 4.1 The Circumstances which justify and/or necessitate the proposed Demerger of ’Restaurant and Investment Business’ and other ancillary activities of Glorious Impex Private Limited into Saifai Hospitality Private Limited are, inter alia, as follows:

(i) The Demerged Company-Glorious Impex Private Limited is engaged in the following multifarious activiti