IN RE Vs. GJS HOTELS LIMITED

JUDGEMENT

(1.) This is an application under Section 230(1) read with Section 232(1) of the Companies Act, 2013 filed by the Applicant Companies, namely GJS Hotels Limited, being the Applicant Company No. 1 above named (hereinafter referred to as "GJSHL") and Asian Hotels (East) Limited, being the Applicant Company No.2 above named (hereinafter referred to as "AHEL") in connection with a Scheme of Arrangement between GJSHL, AHEL and Robust Hotels Private Limited (hereinafter referred to as "RHPL") and their respective shareholders in the manner and on the terms and conditions stated in the Scheme of Arrangement. The registered office of RHPL is situated in Chennai within the jurisdiction of the Chennai Bench of the National Company Law Tribunal.

(2.) The Board of Directors of the Applicant Companies and Robust Hotels Private Limited, at their respective meetings held on 10th February, 2017 by resolutions passed unanimously, approved the Scheme of Arrangement between GJS Hotels Limited, Asian Hotels(East) Limited and Robust Hotels Private Limited and their respective shareholders.

(3.) It is stated in the application that Asian Hotels (East) Limited is a well established hospitality company engaged primarily in the business of running the 'Hyatt Regency' hotel at Salt Lake in Kolkata. In addition, Asian Hotels (East) Limited holds and is engaged in the business of investing in shares and securities of other bodies corporate on both, a short term basis (current investments) and long term basis (non-current investments) . Asian Hotels (East) Limited thus also has substantial interests in the hospitality business through its subsidiaries, being GJS Hotels Limited which is a direct and wholly owned subsidiary of Asian Hotels (East) Limited and Robust Hotels Private Limited which is a subsidiary of GJS Hotels Limited. While Robust Hotels Private Limited is running the 'Hyatt Regency' Hotel at Anna Salai, Tenampet in Chennai, GJS Hotels Limited is pursuing a project for establishing a hotel in Bhubaneswar, Odisha. The operations of GJS Hotels Limited have been funded primarily by Asian Hotels(East) Limited by a combination of equity cap[ital and loan while the operations of Robust Hotels Private Limited have also been funded primarily by Asian Hotels(East) Limited and GJS Hotels Limited by a combination of equity capital, preference capital and debt. While Asian Hotels (East) Limited has been in the hospitality business for several yeaqrs, the business of GJS Hotels Limited and Robus Hotels Privae Limited is relatively new. The said companies have been looking at suitable proposals for restructuring with the objective, inter alia, of simplifying and rationalising their holding and financial structure and pursuing their business more conveniently and beneficially.