IN THE SUPREME COURT OF INDIA
CIVIL APPELLATE JURISDICTION
CIVIL APPEAL NO. 52 OF 2024
Ria Zyan
YaniZyan
Medhomecare India Pvt. Ltd.
v.
Pool Money Ltd.
1. Ria Zyan and YanisZyan met each other while studying in the Washington DC at
Manila Institute of Technology. Ria was from Durgapur and Yanis was from Delhi.
Both belonged to a nuclear family and had a single widowed mother staying in their
residential homes respectively. Every time there was an emergency back home, with
either of their mother having a medical crisis, they were begging their friends and
neighbours to wheel their mothers in to a nursing home or to a doctor for consultation.
2. Most friends who did find time from their busy work life and personal life to take care
of Ria and Yanis’ widowed mother respectively in Durgapur and Delhi were
increasingly becoming unavailable because of their own responsibilities towards the
capitalist work structure, personal life and commitments towards their own aging
elderly members of the family.
3. Ria and Yanis were working as associates and being paid well in a Finance Company
in USA but phone calls with their respective mothers revealed that they would have to
make a tough choice: to focus on expanding their career in the States or return home
to their mothers who were growing increasingly depressed with their solitary lives in
India and tackling various sporadic health ailments.
4. In India, there was a negative perception towards Senior Home Care facilities (Old
Age Homes) which is perceived as a place where children abandon their parents to
enjoy their lives. But Ria and Yanis loved their mothers and didn’t want them to feel
abandoned. They had requested their mothers to join them in the States many times,
but both their mothers resisted the offer. In the brief vacation they’ve respectively had
with their daughter and son, they have felt like an alien, being unable to cope with the
style of life there: from relearning currency, food, language, and life in general, they
felt too overwhelmed to consider shifting permanently to the States.
5. Ria and Yanis decided to return to India and start their own business while staying
close to their mothers. Together they decided to start Medhomecare India Pvt. Ltd in
2010. The idea was that they would create a geriatric care system that could be
purchased over an application (app) by family members (especially children) who
could not physically reach their geriatric patients either in emergencies or in helping
, them tackle chronic patients. The other allied services also included providing basic
meals curated for their specific health conditions, errand services like payment of
utility bills etc inter alia.
6. In early 2011, Mr. and Mrs. Zyan incorporated Medhomecare India Pvt. Ltd (referred
to in this document as Medhomecare). The Memorandum of Association contained an
objects clause drafted in wide terms and the company adopted the standard form of
Articles of Association that existed at that time.
7. In the early days, Medhomecare was a hit and most Non Resident Indians (NRIs)
were extremely happy that they could rely on professional help without the emotional
entanglement and stress of requesting reluctant neighbours or busy friends to address
a persistent or a sudden medical episode with their elderly parents and other home
errands. But it soon faced difficulties in remaining profitable. An infusion of fund
would ensure that Medhomecare would be able to train their medical and other
support staff and ensure the attrition rate was low keeping in mind the high
demanding job. The Zyans also wanted to make the services available especially in
second tier cities where medical services and household care services were much
lesser than tier one cities like Delhi and Mumbai.
8. But the Zyans did not have as much fund and needed to raise finance for their
company. They were also a couple that felt very emotional about their business and
were unwilling to give up or even dilute their control over Medhomecare. They felt
that no one person would be able to ensure quality delivery of services and truly care
for the isolated, depressed and diseased/unwell geriatric patients as they did and that
no one would care enough to recruit staff that not only had the skill set but also the
right heart and spirit to take care of elderly patients. But by 2012, they had reconciled
to the fact that it was not going to be possible for Medhomecare to thrive or even
survive without a substantial investment of capital.
9. The choices before them was to either raise capital by listing Medhomecare or by
allowing venture capital firm to invest in it. They did not find either of these
appealing because of the loss of control but decided that seeking help from a venture
capital firm is better. They were also fearful of having to deal with an unsuccessful
listing which would have caused tremendous loss to the company in its early stages.
10. There was enough media attention given to Medhomecare and finally after many
meetings with leading venture capitalists, the Zyans were able to decide on Pool
Money Ltd.
11. Pool Money Ltd was incorporated in London in 2009 by Jamie Felton. Felton met
with the Zyans in Hilton Hotel in London in December 2012 and decided that Pool
Money would make a substantial investment in return for a majority shareholding in
Medhomecare India Pvt. Ltd., but on the non negotiable criteria that the Zyans would
continue to run the company.
12. Accordingly on 15th December, 2012, Medhomecare, Pool Money and the Zyans
entered into a Shareholders Agreement (SHA). This provided that
a. Pool Money would invest £ 150 million in Medhomecare
b. Medhomecare would issue new shares to Pool Money such that Pool Money
would hold 51% of Medhomecare’s issued share capital.
CIVIL APPELLATE JURISDICTION
CIVIL APPEAL NO. 52 OF 2024
Ria Zyan
YaniZyan
Medhomecare India Pvt. Ltd.
v.
Pool Money Ltd.
1. Ria Zyan and YanisZyan met each other while studying in the Washington DC at
Manila Institute of Technology. Ria was from Durgapur and Yanis was from Delhi.
Both belonged to a nuclear family and had a single widowed mother staying in their
residential homes respectively. Every time there was an emergency back home, with
either of their mother having a medical crisis, they were begging their friends and
neighbours to wheel their mothers in to a nursing home or to a doctor for consultation.
2. Most friends who did find time from their busy work life and personal life to take care
of Ria and Yanis’ widowed mother respectively in Durgapur and Delhi were
increasingly becoming unavailable because of their own responsibilities towards the
capitalist work structure, personal life and commitments towards their own aging
elderly members of the family.
3. Ria and Yanis were working as associates and being paid well in a Finance Company
in USA but phone calls with their respective mothers revealed that they would have to
make a tough choice: to focus on expanding their career in the States or return home
to their mothers who were growing increasingly depressed with their solitary lives in
India and tackling various sporadic health ailments.
4. In India, there was a negative perception towards Senior Home Care facilities (Old
Age Homes) which is perceived as a place where children abandon their parents to
enjoy their lives. But Ria and Yanis loved their mothers and didn’t want them to feel
abandoned. They had requested their mothers to join them in the States many times,
but both their mothers resisted the offer. In the brief vacation they’ve respectively had
with their daughter and son, they have felt like an alien, being unable to cope with the
style of life there: from relearning currency, food, language, and life in general, they
felt too overwhelmed to consider shifting permanently to the States.
5. Ria and Yanis decided to return to India and start their own business while staying
close to their mothers. Together they decided to start Medhomecare India Pvt. Ltd in
2010. The idea was that they would create a geriatric care system that could be
purchased over an application (app) by family members (especially children) who
could not physically reach their geriatric patients either in emergencies or in helping
, them tackle chronic patients. The other allied services also included providing basic
meals curated for their specific health conditions, errand services like payment of
utility bills etc inter alia.
6. In early 2011, Mr. and Mrs. Zyan incorporated Medhomecare India Pvt. Ltd (referred
to in this document as Medhomecare). The Memorandum of Association contained an
objects clause drafted in wide terms and the company adopted the standard form of
Articles of Association that existed at that time.
7. In the early days, Medhomecare was a hit and most Non Resident Indians (NRIs)
were extremely happy that they could rely on professional help without the emotional
entanglement and stress of requesting reluctant neighbours or busy friends to address
a persistent or a sudden medical episode with their elderly parents and other home
errands. But it soon faced difficulties in remaining profitable. An infusion of fund
would ensure that Medhomecare would be able to train their medical and other
support staff and ensure the attrition rate was low keeping in mind the high
demanding job. The Zyans also wanted to make the services available especially in
second tier cities where medical services and household care services were much
lesser than tier one cities like Delhi and Mumbai.
8. But the Zyans did not have as much fund and needed to raise finance for their
company. They were also a couple that felt very emotional about their business and
were unwilling to give up or even dilute their control over Medhomecare. They felt
that no one person would be able to ensure quality delivery of services and truly care
for the isolated, depressed and diseased/unwell geriatric patients as they did and that
no one would care enough to recruit staff that not only had the skill set but also the
right heart and spirit to take care of elderly patients. But by 2012, they had reconciled
to the fact that it was not going to be possible for Medhomecare to thrive or even
survive without a substantial investment of capital.
9. The choices before them was to either raise capital by listing Medhomecare or by
allowing venture capital firm to invest in it. They did not find either of these
appealing because of the loss of control but decided that seeking help from a venture
capital firm is better. They were also fearful of having to deal with an unsuccessful
listing which would have caused tremendous loss to the company in its early stages.
10. There was enough media attention given to Medhomecare and finally after many
meetings with leading venture capitalists, the Zyans were able to decide on Pool
Money Ltd.
11. Pool Money Ltd was incorporated in London in 2009 by Jamie Felton. Felton met
with the Zyans in Hilton Hotel in London in December 2012 and decided that Pool
Money would make a substantial investment in return for a majority shareholding in
Medhomecare India Pvt. Ltd., but on the non negotiable criteria that the Zyans would
continue to run the company.
12. Accordingly on 15th December, 2012, Medhomecare, Pool Money and the Zyans
entered into a Shareholders Agreement (SHA). This provided that
a. Pool Money would invest £ 150 million in Medhomecare
b. Medhomecare would issue new shares to Pool Money such that Pool Money
would hold 51% of Medhomecare’s issued share capital.
