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2025 Supreme(Online)(NCLT) 6240
NATIONAL COMPANY LAW TRIBUNAL
Mr. KHETRABASI BISWAL, MEMBER (JUDICIAL), Mr. KAUSHALENDRA KUMAR SINGH, MEMBER (TECHNICAL)
Thegot Hospitality Private Limited – Appellant
Versus
Muhavra Enterprises Private Limited – Respondent
First Motion Application | CA(CAA)No.44/Chd/Hry/2025
For the Applicant Companies: Mr. Raghav Kapoor, Mr. Anirudh Das
Amalgamation can proceed without certain meetings if stakeholder consent is established, adhering to statutory requirements.
Headnote:(A) Companies Act, 2013 - Sections 230 & 232 - Joint First Motion Application for Amalgamation - Application seeks dispensation of meetings for certain stakeholders of the Transferor Company and convening of meetings for the Transferee Company - The Scheme aims to ensure operational efficiencies and cost optimization. (Paras 1 to 5)
(B) Compliance - The companies report no ongoing legal proceedings affecting the sanction of the scheme and confirm compliance with statutory requirements while detailing the rationale for the amalgamation. (Paras 6 to 9)
Facts of the case:
The Applicant Companies seek amalgamation without convening certain meetings due to full consent from stakeholders, aligning with the objectives stated in their Memorandum of Associations and approved by respective Boards. (Paras 1 to 14)
Findings of Court:
Court approves the scheme while dispensing with meetings for certain stakeholders based on consent provided, directing convening of others with stipulated notices. (Paras 16 to 17)
Issues: The primary issues involve stakeholder consent and procedural requirements for corporate amalgamation under the Companies Act. (Paras 1 to 14)
Ratio Decidendi: The Court ruled that sufficient stakeholder consent allows for absences of meetings and structural optimizations align with statutory provisions, reinforcing the purpose of corporate amalgamation. (Paras 16)
Result: First Motion Application allowed; further steps for Second Motion Petition are to follow.
| Table of Content |
|---|
| 1. application for amalgamation. (Para 1 , 4 , 5 , 6 , 9 , 10) |
| 2. details of corporate structures. (Para 2 , 3 , 12) |
| 3. affidavits showcasing consent from creditors. (Para 8 , 11) |
| 4. order and results of the motions. (Para 16) |
ORDER
1. This is a joint First Motion Application (hereinafter referred to as “Application”) filed by the Companies namely; Thegot Hospitality Private Limited, (hereinafter referred to as “Applicant Company No. 1”/ “Transferor Company”), and Muhavra Enterprises Private Limited, (hereinafter referred to as “Applicant Company No. 2”/ “Transferee Company”) under Sections 230 & 232 of the Companies Act, 2013 (hereinafter referred to as the the “Act”) and other applicable provisions of the Act read with the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016 (hereinafter referred to as the Rules) interalia seeking to:
(i) Dispense with the requirement of convening the meeting of the Equity Shareholders, Preference Shareholders, and Unsecured Creditors of the Applicant Company No. 1, as well as the Secured Creditors of both the Applicant Companies
(ii) Direct the convening of the meeting of the Equity Shareholders, Preference Shareholders, and Unsecured Creditors of the Applicant Company No. 2, and also the requirement of publication of notices for the same.
2. The Scheme of Amalgamation between the Applicant Companies and their respective shareholders and creditors (hereinafter referred to as “Scheme”) provides for the Amalgamation between Applicant Company No.1 and Applicant Company No. 2 and their respective Shareholders and Creditors. The said Scheme is attached as Annexure A-1 to the Application.
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.”
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 Compa
