NCLT Chandigarh Allows First Motion In Duet India Hotels-Caspia Hotels Demerger, Dispenses With Meetings

The Chandigarh Bench of the National Company Law Tribunal (NCLT) on 28 September allowed the First Motion application filed jointly by Duet India Hotels (Hyderabad) Private Limited, the Demerged Company, and Caspia Hotels Private Limited, the Resulting Company.

Judicial Member Khetrabasi Biswal and Technical Member Kaushalendra Kumar Singh dispensed with the meetings of shareholders and creditors for a Scheme of Arrangement after noting the consents obtained from them. The Bench observed:

“...the accounting treatment proposed under the Scheme is in compliance with Section 133 of the Companies Act, 2013 and the applicable Accounting Standards, being the 'Pooling of Interest Method' prescribed under Appendix C to Ind AS 103…”

The Scheme of Arrangement provides for the demerger of the Fairfield by Marriott, Gachibowli, Hyderabad undertaking from Duet India Hotels into Caspia Hotels.

Duet India Hotels, incorporated in 2008, is engaged in the hospitality business. Caspia Hotels, incorporated in 2005 and subsequently having shifted its registered office to Haryana, is also engaged in hospitality operations. Both companies are subsidiaries of listed entity SAMHI Hotels Limited.

The Board of Directors of both companies approved the scheme on 16 April 2026. The appointed date for the demerger was specified as 1 April 2025.

AlphaValue Consulting Valuation LLP valued the undertaking at Rs. 735.47 million. Based on this valuation, Caspia Hotels would issue 27,24,467 equity shares of Rs. 10 each to the shareholders of Duet India Hotels.

The companies submitted that the scheme does not involve any debt restructuring or variation of the debt obligations of either company towards their respective creditors. They also submitted that the scheme conforms with Section 133 of the Companies Act, 2013 and the applicable Accounting Standards.

Duet India Hotels obtained 100% consent from its equity shareholders and Convertible Cumulative Preference Shareholders through affidavits. Its sole secured creditor, Axis Bank Limited, also consented, while unsecured creditors representing 96.15% in value gave their consent.

Caspia Hotels obtained 100% consent from its equity shareholders. Its three secured creditors, State Bank of India, IndusInd Bank and HDFC Bank, consented subject to conditions, including continuation of its subsidiary status under SAMHI Hotels and no cash outflow. Unsecured creditors representing 97.94% in value, including SAMHI Hotels Limited, also consented.

Further, the companies submitted that no inspection, scrutiny, investigation, complaint or prosecution was pending against them and that the scheme was not prejudicial to the interests of their shareholders and creditors.

Accordingly, the NCLT held the consents obtained from the shareholders and creditors of both companies and dispensed with their meetings. It also dispensed with the requirement of publishing notices. It granted liberty to the companies to file the Second Motion petition under Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.