Gujarat High Court Approves Hotel Business Demerger Scheme

The Gujarat High Court approved a company application for a composite scheme of arrangement involving the demerger and transfer of a hotel business from one company to another. The resulting company, Atithya Inn Private Limited, was established to focus on the hotel business separately from Gallops Realty Private Limited. Both equity shareholders consented to the scheme, eliminating the requirement for a shareholder meeting under Section 391(2) of the Companies Act, 1956. The court, satisfied with the compliance and consents, disposed of the application.

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Issues involved: Company application for a composite scheme of arrangement for demerger and transfer of hotel business.

The judgment by the Gujarat High Court pertains to a company application for a composite scheme of arrangement involving the demerger and transfer of hotel business from one company to another. The resulting company, Atithya Inn Private Limited, a newly incorporated entity, seeks to enter into this arrangement with Gallops Realty Private Limited. The purpose is to spin off the hotel business of Gallops into a separate company, Atithya Inn, to provide focused attention to the hotel business separately. Both equity shareholders of the company have given their written consents to the proposed scheme of arrangement, as confirmed by a certificate from a Chartered Accountant. The court, noting the consents and compliance with legal requirements, dispensed with the need for a meeting of equity shareholders as mandated under Section 391(2) of the Companies Act, 1956. Consequently, the application was disposed of by the court.

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