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TRANSCRIPT
Manipal Hospitals (Jaipur) Private Limited
Registered office: The Annexe, #98/2, Rustom Bagh, Off HAL Airport Road, Bengaluru – 560 017
CIN: U85110KA2014PTC073085
Telephone Number: +91 80 49360300
Fax Number: +91 80 49360396
Website: www.manipalhospitals.com
Email: [email protected]
MEETING OF THE SECURED CREDITORS
OF MANIPAL HOSPITALS (JAIPUR) PRIVATE LIMITED
(To be convened pursuant to Order dated 13th day of July, 2017 passed by the
National Company Law Tribunal, Bench at Bengaluru)
Day : Monday
Date : 21st day of August, 2017
Time : 2.00 P.M
Venue : #98/2, Rustom Bagh, HAL Airport Road, Bengaluru - 560 017
INDEX
Sl. No Contents Page No.
1. Notice convening the meeting of the Secured Creditors of
Manipal Hospitals (Jaipur) Private Limited under the provisions of
Sections 230 and 232 read with Section 66 of the Companies Act, 2013
read with Rule 6 of the Companies (Compromises, Arrangements and
Amalgamations) Rules, 2016
2. Explanatory Statement under Sections 230(3), 232(1) and (2) and 102
of the Companies Act, 2013 read with Rule 6 of the Companies
(Compromises, Arrangements and Amalgamations) Rules, 2016
3. Composite Scheme of Arrangement of Manipal Hospitals (Jaipur) Private
Limited and Manipal Hospitals (Whitefield) Private Limited and
Manipal Health Enterprises Private Limited and their respective
shareholders and creditors (Annexure 1)
4. Copy of the Valuation Report dated January 5, 2017 issued by
Parimal Ram & Pattabhi, Chartered Accountants (Annexure 2)
5. Report adopted by the Board of Directors of Manipal Hospitals (Jaipur)
Private Limited by circulation on July 18, 2017, 2017 pursuant to the
provisions of Section 232(2)(c) of the Companies Act, 2013 (Annexure 3)
6. Unaudited Financial Statement of Manipal Hospitals (Jaipur) Private Limited
as on March 31, 2017 (Annexure 4)
7. Proxy Form
8. Attendance Slip
9. Route Map to the Meeting Venue
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101
FORM NO. CAA2
[Pursuant to Section 230(3) and Rule 6]
BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENGALURU BENCH AT BENGALURU
ORIGINAL JURISDICTION
IN THE MATTER OF COMPANIES ACT, 2013
AND
IN THE MATTER OF SECTIONS 230 AND 232 READ WITH SECTIONS 66 OF THE COMPANIES
ACT, 2013 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013
AND
IN THE MATTER OF MANIPAL HOSPITALS (JAIPUR) PRIVATE LIMITED
AND
IN THE MATTER OF THE COMPOSITE SCHEME OF ARRANGEMENT OF MANIPAL HOSPITALS
(JAIPUR) PRIVATE LIMITED AND MANIPAL HOSPITALS (WHITEFIELD) PRIVATE LIMITED AND
MANIPAL HEALTH ENTERPRISES PRIVATE LIMITED AND THEIR RESPECTIVE
SHAREHOLDERS AND CREDITORS
CA (CAA) NO. 33/BB OF 2017
MANIPAL HOSPITALS (JAIPUR) PRIVATE LIMITED Registered office: The Annexe, #98/2, Rustom Bagh, Off HAL Airport Road, Bengaluru - 560 017 … APPLICANT COMPANY
NOTICE CONVENING THE MEETING OF THE SECURED CREDITORS OF MANIPAL HOSPITALS
(JAIPUR) PRIVATE LIMITED PURSUANT TO THE ORDER DATED JULY 13, 2017 BY THE
NATIONAL COMPANY LAW TRIBUNAL
To,
The Secured Creditors of Manipal Hospitals (Jaipur) Private Limited,
Notice is hereby given that pursuant to the order dated 13th day of July 2017, in the above mentioned
Company Application, the Hon’ble National Company Law Tribunal, Bench at Bengaluru
(“Tribunal”), has directed meeting to be held of Secured Creditors of Manipal Hospitals(Jaipur)
Private Limited for the purpose of considering, and if thought fit, approving with or without
modification the Composite Scheme of Arrangement of Manipal Hospitals (Jaipur) Private Limited
(“MHJPL” or “Company”) and Manipal Hospitals (Whitefield) Private Limited (“MHWPL”) and
Manipal Health Enterprises Private Limited (“MHEPL”) and their respective shareholders and
creditors under Sections 230 to 232 read with Section 66 of the Companies Act, 2013 and other
applicable provisions of the Companies Act, 2013.
1
In pursuance of the said order and as directed therein, further notice is hereby given that a meeting
of the Secured Creditors of the Company will be held at #98/2, Rustom Bagh, HAL Airport Road,
Bengaluru - 560 017 on Monday, the 21st day of August 2017 at 2.00 P.M at which time and place
the said Secured Creditors are requested to attend.
At the said meeting, the following resolution will be considered and if thought fit, be approved with
the requisite majority:
“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 read with Section 66 of the
Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, to the extent
applicable and enabling provisions of the Memorandum of Association and Articles of Association
of the Company and subject to the sanction of the Tribunal and approvals from regulatory authorities,
if any and subject to all such other approvals, permissions and sanctions, as may be necessary and
subject to such conditions and modifications as may be prescribed or imposed by any of them while
granting such approvals, permissions and sanctions, which may be agreed to by the Board of
Directors of the Company, the arrangement embodied in the Composite Scheme of Arrangement of
Manipal Hospitals (Jaipur) Private Limited and Manipal Hospitals (Whitefield) Private Limited and
Manipal Health Enterprises Private Limited and their respective shareholders and creditors under
Sections 230 to 232 read with Section 66 of the Companies Act, 2013 and other applicable
provisions of the Companies Act, 2013, placed before this meeting and initialed by the Chairman of
the meeting for the purpose of identification, be and is hereby approved.
RESOLVED FURTHER THAT the Board; Mr. Pratik Gupta, and Mr. Ramesh Iyer, Authorised
Signatories of the Company, be and are hereby jointly and/ or severally authorised to do all such
acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable,
appropriate or necessary to give effect to this resolution and effectively implement the arrangement
embodied in the Scheme and to accept such modifications, amendments, limitations and/or
conditions, if any, which may be required and/or imposed by the Tribunal while sanctioning the
arrangement embodied in the Scheme or by any authorities under law, or as may be required for
the purpose of resolving any questions or doubts or difficulties that may arise in giving effect to the
Scheme, as the Board may deem fit and proper.”
Copies of the Scheme and the Explanatory Statement under Sections 230(3), 232(1) and (2) and
102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements
and Amalgamations) Rules, 2016, along with the enclosures as indicated in the aforesaid Index can
be obtained free of charge at the registered office of the Company at The Annexe, #98/2,
Rustom Bagh, Off HAL Airport Road, Bengaluru – 560 017 or at the office of its advocates,
M/s SPJ Legal, Advocates, Unit No: 1002, 10th Floor, #30, Prestige Meridian II, M.G Road,
Bengaluru - 560 001. Persons entitled to attend and vote at the meeting, may vote in person or by
proxy, provided that all proxies in the prescribed form are deposited at the registered office of
2
the Company at The Annexe, #98/2, Rustom Bagh, Off HAL Airport Road, Bengaluru – 560 017 not
later than 48 (Forty Eight) hours before the meeting.
The Proxy Form can be obtained from the registered office of the Company or can be downloaded
from the website www.manipalhospitals.com.
The Tribunal has appointed Dr. H. Sudarshan Ballal, Director of the Applicant Company, failing him
Dr. Ajay Bakshi, Director of the Applicant Company, failing him Mr. Sameer Agarwal, Director of the
Applicant Company, as the Chairman of the said meeting, including for any adjournment or adjournments
thereof.
The Scheme, if approved in the aforesaid meeting, will be subject to the subsequent approval of the Tribunal.
A copy of the Explanatory Statement, under Sections 230(3), 232(1) and (2) and 102 of the
Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and
Amalgamations) Rules, 2016, the Scheme and the other enclosures as indicated in the aforesaid Index are
enclosed.
By order of the National Company Law Tribunal
Dated this 19th day of July 2017 Sd/-
Sameer Agarwal
Chairman appointed for the meeting
Notes:
1. Only Secured Creditors appearing in the list of the Company as on February 28, 2017 (subject to
such Secured Creditor continuing to be a Secured Creditor of MHJPL as on the date of this Notice)
and a corporate who is a Secured Creditor of the Company may attend and vote at the meeting of
the Secured Creditors of the Company provided a copy of the resolution of the board of directors or
other governing body of the body corporate authorising such representative to attend and vote at
the meeting of the Secured Creditors of the Company, duly certified to be a true copy by a director,
the manager, the secretary or other authorised officer of such body corporate, is deposited at the
registered office of the Company not later than 48 (Forty Eight) hours before the scheduled time of
the commencement of the meeting of the Secured Creditors of the Company.
2. The Proxy Form can be obtained free of charge at the registered office of the Company or can be
downloaded from the website www.manipalhospitals.com.
3. During the period beginning 24 (Twenty Four) hours before the time fixed for the commencement
of the meeting and ending with the conclusion of the meeting, a Secured Creditor would be entitled
3
to inspect the proxies lodged at any time during the business hours of the Company, provided that
not less than 3 (Three) days of notice in writing is given to the Company.
4. The quorum of the meeting of the Secured Creditors of the Company shall be 2 (Two)
Secured Creditors of the Company, present in person/proxy.
5. A Secured Creditor of the Company or his proxy, attending the meeting, is requested to bring the
Attendance Slip duly completed and signed.
6. The Notice together with the documents accompanying the same, is being sent to all the
Secured Creditors as on February 28, 2017 (subject to such Secured Creditor continuing to be a
Secured Creditor of MHJPL as on the date of this Notice), either by registered or speed post,
courier, air mail, email or by hand delivery. The Notice will also be displayed on the website
www.manipalhospitals.com.
7. The Notice convening the meeting will be published through advertisement in “The Hindu” in English
language and translation thereof in “Udayavani” in Kannada language (i.e., Karnataka and
Bengaluru Edition respectively).
8. Mr. Pattabhi has been appointed by the Tribunal as the Scrutinizer for conducting the voting process
in a fair and transparent manner.
9. The Scrutinizer shall, after the conclusion of voting at the said meeting, count the votes cast at the
meeting and shall make no later than 1 (One) day of the conclusion of the meeting a Scrutinizer’s
Report of the total votes cast in favour or against and invalid votes if any, and forward the same to
the Chairman of the meeting, who shall countersign the same and declare the result of the voting
forthwith.
10. The results declared along with the Scrutinizer’s report, will be posted on the website
www.manipalhospitals.com and will be displayed on the Notice Board of the Company at its
registered office immediately after the declaration of the result by the Chairman.
11. The documents referred to in the accompanying Explanatory Statement shall be open for inspection
by the Secured Creditors at the registered office of the Company between 10.00 A.M. to 6.00 P.M.
up to the date of the meeting on all days (except Saturday, Sunday and public holidays).
Encl.: As above
4
FORM NO. CAA2
[Pursuant to Section 230(3) and Rule 6]
BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENGALURU BENCH AT BENGALURU
ORIGINAL JURISDICTION
IN THE MATTER OF COMPANIES ACT, 2013
AND
IN THE MATTER OF SECTIONS 230 AND 232 READ WITH SECTIONS 66 OF THE COMPANIES
ACT, 2013 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013
AND
IN THE MATTER OF MANIPAL HOSPITALS (JAIPUR) PRIVATE LIMITED
AND
IN THE MATTER OF THE COMPOSITE SCHEME OF ARRANGEMENT OF MANIPAL HOSPITALS
(JAIPUR) PRIVATE LIMITED AND MANIPAL HOSPITALS (WHITEFIELD) PRIVATE LIMITED AND
MANIPAL HEALTH ENTERPRISES PRIVATE LIMITED AND THEIR RESPECTIVE
SHAREHOLDERS AND CREDITORS
CA (CAA) NO. 33/BB OF 2017
MANIPAL HOSPITALS (JAIPUR) PRIVATE LIMITED Registered office: The Annexe, #98/2, Rustom Bagh, Off HAL Airport Road, Bengaluru - 560 017 … APPLICANT COMPANY
EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(1) AND (2) AND 102 OF THE
COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES,
ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016
1. Pursuant to the order dated 13th day of July, 2017 passed by the Hon’ble National Company Law
Tribunal, Bench at Bengaluru (“Tribunal”) in the Company Application No CA (CAA) NO. 33/BB
of 2017, meeting of Secured Creditors of Manipal Hospitals (Jaipur) Private Limited, is
directed to be convened at # 98/2, Rustom Bagh, HAL Airport Road, Bengaluru - 560 017 on
Monday, the 21st day of August, 2017 at 2.00 P.M for the purpose of considering and, if thought fit,
approving with or without modification(s), the Composite Scheme of Arrangement of Manipal
Hospitals (Jaipur) Private Limited (“MHJPL” or “Company”) and Manipal Hospitals (Whitefield)
Private Limited (“MHWPL”) and Manipal Health Enterprises Private Limited (“MHEPL”) and their
respective shareholders and creditors under Sections 230 to 232 read with Section 66 of the
Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 (“Scheme”).
2. Notice of the said meeting together with the copy of the Scheme is sent herewith. This statement
explaining the terms of the Scheme is being furnished as required under section 230(3) of the
Companies Act, 2013.
5
3. Details of the Scheme as required under Rule 6 of Companies (Compromises, Arrangements and
Amalgamations) Rules, 2016.
(i) Details of the Order of the Tribunal directing the calling, convening and conducting of the meeting of
the Secured Creditors:
(a) Date of the Order: 13th day of July, 2017
(b) Date, time and venue of the meeting:
i. Date: 21st day of August, 2017
ii. Time: 2.00 P.M
iii. Venue: #98/2, Rustom Bagh, HAL Airport Road, Bengaluru - 560 017
(ii) Details of the companies involved in the Scheme:
Sl. No
Particulars MHEPL MHJPL MHWPL
(a) Corporate Identification Number (CIN):
U85110KA2010PTC052540 U85110KA2014PTC073085 U85110KA2014PTC073036
(b) Permanent Account Number (PAN):
AAGCM5933R AAJCM0541L AAJCM0498E
(c) Name of the company:
Manipal Health Enterprises Private Limited
Manipal Hospitals (Jaipur) Private Limited
Manipal Hospitals (Whitefield) Private Limited
(d) Date of incorporation:
February 15, 2010 January 17, 2014 January 13, 2014
(e) Type of the company (whether public or private or one-person company):
Private Limited Company
(f) Registered office address:
The Annexe, #98/2, Rustom Bagh, HAL Airport Road, Bangalore – 560 017, Karnataka, India
The Annexe, #98/2, Rustom Bagh, Off HAL Airport Road, Bengaluru – 560 017, Karnataka, India
The Annexe, No 98/2, Rustombagh, HAL Airport Road, Bangalore – 560 017, Karnataka, India
E-mail: [email protected]
6
(g) Summary of main object as per the memorandum of association and main business
carried on by:
A. MHJPL:
The main objects as per the memorandum of association of MHJPL are:
1. To carry on the business of healthcare services, establishing, promoting and
maintaining hospitals, multi-specialty health hospitals, ICCUs, healthcare
centres, nature care centres, polyclinics, surgical centres, laboratories and
research centres, diagnostic centres, fitness centres, healthcare townships with
pathology, radiology, micro-biology, bio-chemistry, CT scan, ultrasonography
and other modern facilities for treatment, prevention, detection and cure of
diseases, ailments of all kinds in India and abroad.
2. To conduct, research, investigation, studies and surveys in medicine, biology,
anatomy, bio – chemistry, bio – engineering, medico-engineering, dentistry,
pharmacy, pharmacology and to impart education in the above facilities by
operating schools, colleges, clinics, workshops, research centers, etc and to
establish and operate schools, colleges, technical institutions, medical colleges,
dental colleges, veterinary colleges, institutions to impart training in nursing,
physical education, yoga, skin and beauty enhancement, home science, etc and
to design, develop, process, provide, manage, maintain, promote, acquire,
purchase, undertake, improve, equip, initiate, encourage, subsidize and organize
and generally to conduct the business of services for development of special
purpose clinics, including centers such as industrial and of health care its
management utilization of related services, consulting services, paramedic
clinics, community health centers, immunization centers.
3. To design, develop process, provide, manage, maintain, promote, acquire,
purchase, undertake, improve, equip, initiate, encourage, subsidize and organize
and generally to conduct the business of programs and services to educate,
monitor and manage health. And to design, develop, process, provide, manage,
maintain, promote, acquire, purchase, undertake, improve, equip, initiate,
encourage, subsidize and organize and generally to conduct the business of
networks of high quality providers to provide healthcare services and specialty
networks, and professional demand management programs for medical
professionals to receive on demand specific information related to specific
diagnoses and to carry on the business of dealers, manufacturers, importer,
exporter and trader of medicines, medical equipment, anatomical, orthopedic
and surgical instruments and appliances of all kinds and to carry on the business
7
of artificial eye and limb makers, bandage makers, crutch chair and stretcher
makers, carriage makers, chemist and druggists and providers, suppliers for
hospitals, patient care and invalids and to establish, promote or concur in
establishing or promoting any Company or companies in India and / or outside
India and / or outside India for the pursuance of any or all of the business as set
out above.
MHJPL is engaged in the business of running hospital and providing healthcare
services.
B. MHEPL:
The main objects as per the memorandum of association of MHEPL are:
1. To carry on the business of healthcare services, establishing, promoting and
maintaining hospitals, multi-specialty health hospitals, ICCUs, healthcare centres,
nature care centres, polyclinics, surgical centres, laboratories and research centres,
diagnostic centres, fitness centres, healthcare townships with pathology, radiology,
micro-biology, bio-chemistry, CT scan, ultrasonography and other modern facilities
for treatment, prevention, detection and cure of diseases, ailments of all kinds in India
and abroad.
2. To conduct, research, investigation, studies and surveys in medicine, biology,
anatomy, bio – chemistry, bio – engineering, medico-engineering, dentistry,
pharmacy, pharmacology and to impart education in the above facilities by operating
schools, colleges, clinics, workshops, research centers, etc and to establish and
operate schools, colleges, technical institutions, medical colleges, dental colleges,
veterinary colleges, institutions to impart training in nursing, physical education,
yoga, skin and beauty enhancement, home science, etc and to design, develop,
process, provide, manage, maintain, promote, acquire, purchase, undertake,
improve, equip, initiate, encourage, subsidize and organize and generally to conduct
the business of services for development of special purpose clinics, including centers
such as industrial and of health care its management utilization of related services,
consulting services, paramedic clinics, community health centers, immunization
centers.
3. To design, develop process, provide, manage, maintain, promote, acquire,
purchase, undertake, improve, equip, initiate, encourage, subsidize and organize
and generally to conduct the business of programs and services to educate, monitor
and manage health. And to design, develop, process, provide, manage, maintain,
8
promote, acquire, purchase, undertake, improve, equip, initiate, encourage,
subsidize and organize and generally to conduct the business of networks of high
quality providers to provide healthcare services and specialty networks, and
professional demand management programs for medical professionals to receive on
demand specific information related to specific diagnoses and to carry on the
business of dealers, manufacturers, importer, exporter and trader of medicines,
medical equipment, anatomical, orthopedic and surgical instruments and appliances
of all kinds and to carry on the business of artificial eye and limb makers, bandage
makers, crutch chair and stretcher makers, carriage makers, chemist and druggists
and providers, suppliers for hospitals, patient care and invalids and to establish,
promote or concur in establishing or promoting any Company or companies in India
and / or outside India and / or outside India for the pursuance of any or all of the
business as set out above.
MHEPL is engaged in the business of running/managing hospitals and providing
healthcare services.
C. MHWPL:
The main objects as per the memorandum of association of MHWPL are:
1. To carry on the business of healthcare services, establishing, promoting and
maintaining hospitals, multi-specialty health hospitals, ICCUs, healthcare
centres, nature care centres, polyclinics, surgical centres, laboratories and
research centres, diagnostic centres, fitness centres, healthcare townships with
pathology, radiology, micro-biology, bio-chemistry, CT scan, ultrasonography
and other modern facilities for treatment, prevention, detection and cure of
diseases, ailments of all kinds in India and abroad.
2. To conduct, research, investigation, studies and surveys in medicine, biology,
anatomy, bio – chemistry, bio – engineering, medico-engineering, dentistry,
pharmacy, pharmacology and to impart education in the above facilities by
operating schools, colleges, clinics, workshops, research centers, etc and to
establish and operate schools, colleges, technical institutions, medical colleges,
dental colleges, veterinary colleges, institutions to impart training in nursing,
physical education, yoga, skin and beauty enhancement, home science, etc and
to design, develop, process, provide, manage, maintain, promote, acquire,
purchase, undertake, improve, equip, initiate, encourage, subsidize and organize
and generally to conduct the business of services for development of special
purpose clinics, including centers such as industrial and of health care its
9
management utilization of related services, consulting services, paramedic
clinics, community health centers, immunization centers.
3. To design, develop process, provide, manage, maintain, promote, acquire,
purchase, undertake, improve, equip, initiate, encourage, subsidize and organize
and generally to conduct the business of programs and services to educate,
monitor and manage health. And to design, develop, process, provide, manage,
maintain, promote, acquire, purchase, undertake, improve, equip, initiate,
encourage, subsidize and organize and generally to conduct the business of
networks of high quality providers to provide healthcare services and specialty
networks, and professional demand management programs for medical
professionals to receive on demand specific information related to specific
diagnoses and to carry on the business of dealers, manufacturers, importer,
exporter and trader of medicines, medical equipment, anatomical, orthopedic
and surgical instruments and appliances of all kinds and to carry on the business
of artificial eye and limb makers, bandage makers, crutch chair and stretcher
makers, carriage makers, chemist and druggists and providers, suppliers for
hospitals, patient care and invalids and to establish, promote or concur in
establishing or promoting any Company or companies in India and / or outside
India and / or outside India for the pursuance of any or all of the business as set
out above.
MHWPL is engaged in the business of providing healthcare services
(h) Details of change of name, registered office and objects of the company during the last
five years:
(i) During the last five years, there has been no change in the name, registered office from
one state to another state and main objects of MHEPL.
(ii) MHJPL and MHWPL have been in existence for a period less than five years. However,
there has been no change in the name, registered office from one state to another state
and main objects of MHJPL and MHWPL.
(i) Name of the stock exchange (s) where securities of the company are listed, if applicable:
Not Applicable as none of the companies are listed.
10
(j) Details of the capital structure of the companies including authorised, issued, subscribed and
paid up share capital:
A. Capital structure of MHJPL:
The authorised, issued, subscribed and paid-up share capital of MHJPL as on
March 31, 2016, was as follows:
Authorised Capital Amount (INR)
5,00,10,000 Equity Shares of INR 10/- each 50,01,00,000
Issued, Subscribed and Paid-up Capital Amount (INR)
5,00,10,000 Equity Shares of INR 10/- each fully paid-up 50,01,00,000
Subsequent to March 31, 2016, MHJPL has increased the authorised share capital and
has allotted/ issued 5,00,00,000 Equity Shares of INR 10/- each, amounting to
INR 50,00,00,000/-. Post this issue the authorised, issued, subscribed and paid-up
share capital of MHJPL is as follows:
Authorised Capital Amount (INR)
10,00,10,000 Equity Shares of INR 10/- each 1,00,01,00,000
Issued, Subscribed and Paid-up Capital Amount (INR)
10,00,10,000 Equity Shares of INR 10/- each fully paid-up 1,00,01,00,000
B. Capital structure of MHEPL:
The authorised, issued, subscribed and paid-up share capital of MHEPL as on
March 31, 2016, was as follows:
Authorised Capital Amount INR
7,50,00,000 Equity shares of INR 10/- each 75,00,00,000
6,00,00,000 0.01 % Compulsorily Convertible Preference
Shares of INR 10 /- each 60,00,00,000
Total 1,35,00,00,000
Issued, Subscribed and Paid-Up Capital Amount INR
6,04,91,415 Equity shares of INR 10/- each fully paid up 60,49,14,150
Less: Amount recoverable from MHEWT (6,81,720 Equity
Shares of INR 10 /-) (68,17,200)
5,98,09,695 Equity Shares of INR 10 /- each fully paid up 59,80,96,950
11
Subsequent to March 31, 2016, MHEPL has allotted/issued 81,97,674 Equity Shares
of INR 10 /- each, amounting to INR 8,19,76,740. Post this issue the authorised, issued,
subscribed and paid-up share capital of MHEPL is as follows:
Authorised Capital Amount INR
7,50,00,000 Equity shares of INR 10/- each 75,00,00,000
6,00,00,000 0.01 % Compulsorily Convertible Preference
Shares of INR 10 /- each 60,00,00,000
Total 1,35,00,00,000
Issued, Subscribed and Paid-Up Capital Amount INR
6,86,89,089 Equity shares of INR 10/- each fully paid up 68,68,90,890
Less: Amount recoverable from MHEWT (6,81,720 Equity
Shares of INR 10 /-) (68,17,200)
6,80,07,369 Equity Shares of INR 10 /- each fully paid up 68,00,73,690
C. Capital structure of MHWPL:
The authorised, issued, subscribed and paid-up share capital of MHWPL as on
March 31, 2016, was as follows:
Authorised Capital Amount (INR)
10,000 Equity Shares of INR 10/- each 1,00,000
Issued, Subscribed and Paid-up Capital Amount (INR)
10,000 Equity Shares of INR 10/- each fully paid-up 1,00,000
Subsequent to March 31, 2016, there has been no change in the share capital of
MHWPL.
(k) Names of the promoters and directors along with their addresses:
A. The names of the promoters and directors of MHJPL along with their addresses are as
follows:
Sl No Name of Promoter /
Director Capacity Address
Promoter Details
1 Manipal Health Enterprise Private Limited
Promoter The Annexe, #98/2, Rustom Bagh, HAL Airport Road, Bengaluru - 560 017
Director Details
1 Dr. H. Sudarshan Ballal Director 70, Lavelle Road, Bengaluru – 560 001
12
2 Dr. Ajay Bakshi Director B-49, 1st Floor, Defence Colony, New Delhi – 110 024
3 Sameer Agarwal Director A 1202, Aspen Godrej, Woodsman Estate, Bellary Road, Near Columbia Asia Hospital, Hebbal, Bengaluru – 560 024
B. The names of the promoters and directors of MHEPL along with their addresses are as
follows:
Sl No Name of Promoter /
Director Capacity Address
Promoter Details
1 Manipal Global Health Services
Promoter Mauritius
2 Dr. Ranjan Pai Promoter Block No. 1-B, Jakkur Plantation Village Main Road, Jakkur Hobli, Yelahanka, Bengaluru – 560 064
3 Cypress Holdings Promoter Mauritius
Director Details
1 T.V. Mohandas Pai Director 521, The Embassy, Ali Asker Road, Bengaluru – 560 052
2 Puneet Bhatia Nominee Director
House Number - 525 A, Magnolias Apartment, DLF Golf Course, DLF Phase-V, Gurgaon, Galleria, DLF – IV, Gurgaon – 122 009
3 Rajen Padukone Director Sharan, 7/8, Palace Cross Road, 2nd Main, Bengaluru – 560 020
4 Dr. Ranjan Ramdas Pai Director Block No. 1-B, Jakkur Plantation Village Main Road, Jakkur Hobli, Yelahanka, Bengaluru – 560 064
5 Dr. H. Sudarshan Ballal Director 70, Lavelle Road, Bengaluru – 560 001
6 Vishal Gangadhar Nevatia Nominee Director
2702, B-Wing, 27th Floor, Oberoi Sky Heights, Lokhandwala, Back Road, Andheri (W) Mumbai – 400 053
7 Gaurav Trehan Nominee Director
Flat No. 101 A, 10th Floor, Embassy Apts, 46, Napean Sea Road, Mumbai – 400 026
8 Dr. Ajay Bakshi Managing Director
B-49, 1st Floor, Defence Colony, New Delhi – 110 024
13
C. The names of the promoters and directors of MHWPL along with their addresses are
as follows:
Sl No Name of Promoter /
Director Capacity Address
Promoter Details
1 Manipal Health Enterprise Private Limited
Promoter The Annexe, #98/2, Rustom Bagh, HAL Airport Road, Bengaluru - 560 017
Director Details
1 Dr. H. Sudarshan Ballal Director 70, Lavelle Road, Bengaluru – 560 001
2 Dr. Ajay Bakshi Director B-49, 1st Floor, Defence Colony, New Delhi – 110 024
3 Sameer Agarwal Director A 1202, Aspen Godrej, Woodsman Estate, Bellary Road, Near Columbia Asia Hospital, Hebbal, Bengaluru – 560 024
(iii) If the scheme of compromise or arrangement relates to more than one company, the fact and details
of any relationship subsisting between such companies who are parties to such scheme of compromise
or arrangement, including holding, subsidiary or of associate companies:
(a) The parties involved in the Scheme are MHEPL, MHJPL and MHWPL.
(b) MHJPL and MHWPL are the wholly owned subsidiaries of MHEPL.
(iv) The date of the board meeting at which the Scheme was approved by the board of directors including
the name of the directors who voted in favour of the resolution, who voted against the resolution and
who did not vote or participate on such resolution –
The Board of Directors of MHEPL at their meeting held on January 20, 2017, attended by
Dr. H. Sudarshan Ballal, Dr. Ajay Bakshi, Dr. Ranjan Pai, Mr Rajen Padukone, Mr. T.V. Mohandas
Pai, Mr. Vishal G. Nevatia and Mr. Gaurav Trehan have unanimously approved the Scheme.
The Board of Directors of MHJPL at their meeting held on January 20, 2017, attended by
Dr. H. Sudarshan Ballal, Dr. Ajay Bakshi and Mr. Sameer Agarwal, have unanimously approved
the Scheme.
The Board of Directors of MHWPL at their meeting held on January 20, 2017, attended by
Dr. H. Sudarshan Ballal, Dr. Ajay Bakshi and Mr. Sameer Agarwal, have unanimously approved
the Scheme.
14
(v) Explanatory statement disclosing details of the scheme of compromise or arrangement including:
(a) Parties involved in such compromise or arrangement: - MHEPL, MHJPL and MHWPL.
(b) In case of amalgamation or merger, appointed date, effective date, share exchange
ratio (if applicable) and other considerations, if any:
Particulars Amalgamation of
MHWPL into MHEPL
Slump Sale of Vijayawada Unit of MHEPL into MHJPL
Demerger of Jaipur Unit of MHJPL into
MHEPL
Appointed Date January 1, 2017 or such other time and date as the Tribunal may direct / fix
Effective Date The last of the dates on which the certified true copies of the order of the Tribunal sanctioning the Scheme are filed with the Registrar of Companies, Karnataka by MHWPL, MHJPL and MHEPL, who are parties to the Scheme
Share exchange ratio
Not Applicable MHJPL shall, issue and allot equity shares, credited as fully paid-up, to the extent indicated below, to MHEPL as under: “4,85,58,944 fully paid-up equity shares of INR 10/- each of MHJPL shall be issued and allotted to MHEPL at par”
Not Applicable
Consideration The entire share capital of MHWPL is held by MHEPL and its nominees. i.e. MHWPL is a wholly-owned subsidiary of MHEPL. Upon the Scheme becoming effective, all the shares of MHWPL held by MHEPL (either directly or through nominees) shall stand cancelled. No new shares shall be issued or payment shall be made in cash whatsoever by MHEPL in lieu of cancellation of such shares of MHWPL
The lumpsum consideration for the slump sale of Vijayawada Unit of MHEPL into MHJPL is INR 48,55,89,440, which shall be discharged by way of issue/ allotment of equity shares by MHJPL to MHEPL
The entire share capital of MHJPL is held by MHEPL and its nominees i.e. MHJPL is a wholly-owned subsidiary of MHEPL. Upon the Scheme becoming effective, no shares of MHEPL can be allotted in lieu or exchange for the demerger of Jaipur Unit of MHJPL, as the entire share capital of MHJPL is held by MHEPL
15
(c) Summary of valuation report (if applicable) including basis of valuation and fairness
opinion of the registered valuer, if any; and the declaration that the valuation reports is
available for inspection at the registered office of the company;
MHEPL and MHJPL have obtained a Valuation Report dated January 5, 2017 issued by
Parimal Ram & Pattabhi, Chartered Accountants. As per the valuation report, the Net Asset
Value of the Vijayawada Unit of MHEPL is INR 48,55,89,440. Copy of the said valuation report
would be available for inspection at the registered office of MHEPL and MHJPL.
(d) Details of capital or debt restructuring, if any:
1. MHJPL
1.1 The Pre-arrangement shareholding pattern of MHJPL:
Sl No Name of the Equity Shareholder No of shares Percentage of holding
1 Manipal Health Enterprises Private Limited 10,00,09,990 99.99999%
2 Sameer Agarwal (Nominee of MHEPL) 10 0.00001%
TOTAL 10,00,10,000 100%
1.2 The Post arrangement shareholding pattern of MHJPL:
Sl No Name of the Shareholders No of shares Percentage of holding
1 Manipal Health Enterprises Private Limited 4,85,68,934 99.99998%
2 Sameer Agarwal (Nominee of MHEPL) 10 0.00002%
TOTAL 4,85,68,944 100%
2. MHEPL
2.1 The Pre and post shareholding pattern of MHEPL would remain unchanged as there
is no allotment of shares by MHEPL pursuant to this Scheme.
16
3. MHWPL
3.1 The Pre-arrangement shareholding pattern of MHWPL:
Sl No Name of the Equity Shareholders No of shares Percentage of holding
1 Manipal Health Enterprises Private Limited 9,990 99.90%
2 Sameer Agarwal (Nominee of MHEPL) 10 0.10%
TOTAL 10,000 100%
3.2 The Post arrangement shareholding pattern of MHWPL:
On the Scheme becoming effective, MHWPL would be amalgamated with MHEPL pursuant to
which MHWPL would stand dissolved without being wound up.
(e) Rationale for the arrangement and benefits of the arrangements perceived by the
Board of directors to the company, members, creditors and others (as applicable):
The Composite Scheme of Arrangement is presented under Sections 230 to 232 read with
Section 66 of the Companies Act, 2013, and all other applicable provisions of the Companies
Act, 2013.
This Scheme is presented for:
1. Amalgamation of Manipal Hospitals (Whitefield) Private Limited into Manipal Health
Enterprises Private Limited;
2. Restructuring of Equity Share Capital of Manipal Hospitals (Jaipur) Private Limited;
3. Slump Sale of Vijayawada Unit of Manipal Health Enterprises Private Limited into
Manipal Hospitals (Jaipur) Private Limited;
4. Demerger of Jaipur Unit of Manipal Hospitals (Jaipur) Private Limited into Manipal
Health Enterprises Private Limited; and
5. To undertake Ind AS impact on the Scheme in the books of Manipal Health Enterprises
Private Limited.
17
The proposed amalgamation of MHWPL and acquisition of Jaipur Unit of MHJPL by way of
demerger into MHEPL would facilitate consolidation of core hospital business under one single
entity so as to enhance the value of shareholders, creditors and other stake holders of MHWPL,
MHJPL and MHEPL. Further, the proposed consolidation would also create greater visibility
and enhance the overall performance of the combined business/ entity.
The Vijayawada Unit of MHEPL is in its initial years of growth and has potential for generating
sustainable profits in future and also capable of attracting different set of investors, strategic
partners to scale up the size, operations and specialization of the Vijayawada Unit. Therefore,
the Vijayawada Unit of MHEPL is proposed to be transferred by way of Slump Sale into MHJPL.
The Ministry of Corporate Affairs has notified application of new Indian Accounting Standards
“Ind AS” for a certain classes of Companies. MHEPL is covered under such class and
accordingly it shall carry out First time adoption of Ind AS in its books. Part F of the Scheme
intends to address matters as may be relevant to this Scheme in the context of MHEPL’s Ind AS
adoption.
The Secured Creditors are requested to read the entire text of the Scheme attached
herewith to get better acquainted with the provisions thereof. What is stated hereinabove
are brief salient features.
(f) Amount due to creditors:
The total amount due to the Secured and Unsecured creditors of MHJPL as on
February 28, 2017 is INR 4.63 crore and INR 241.62 crore respectively.
The total amount due to the Secured and Unsecured creditors of MHEPL as on
February 28, 2017 is INR 1,095.35 crore and INR 64.80 crore respectively.
The total amount due to the Secured and Unsecured creditors of MHWPL as on
February 28, 2017 is Nil and INR 256.64 crore respectively.
(vi) Disclosure about the effect of the arrangement on:
(a) key managerial personnel; (b) directors; (c) promoters; (d) non-promoter members; (e)
depositors; (f) creditors; (g) debenture holders; (h) deposit trustee and debenture trustee; (i)
employees of the company
The Directors of MHEPL, MHJPL and MHWPL may be deemed to be concerned and/ or
interested in the proposed Scheme to the extent of the shares that may be held by them or by
the companies, firms, institutions, trusts of which they are Directors, Partners, Members or
18
Trustees in MHEPL, MHJPL and MHWPL. Additionally the Scheme does not have any effect
on the Directors/Key Managerial Personnel/Promoters/ Non-promoter Members, if
any/Creditors/ Debenture holders, if any/Debenture Trustee, if any/Employees of the MHEPL,
MHJPL and MHWPL.
(vii) Disclosure about effect of Arrangement on material interests of directors, Key Managerial
Personnel:
None of the Directors and the Key Managerial Personnel, if any, of MHEPL and/or MHJPL
and/or MHWPL have any material interest in the Scheme except as shareholders to the extent,
which will appear from the Register of Director’s Shareholding maintained by MHEPL and the
Register of Directors maintained by MHJPL and MHWPL.
(viii) Investigation or proceedings, if any, pending against the company under the Act.
No investigation proceedings have been instituted or are pending under Sections 235 to 251 of
the Companies Act, 1956 or the corresponding provisions of the Companies Act, 2013 against
MHEPL, MHJPL and MHWPL.
(ix) Details of the availability of the following documents for obtaining extract from or for making or
obtaining copies of or for inspection by the members and creditors, namely:
The following documents will be open for inspection at the registered office of the Company up
to one day prior to the date of the meeting between 10.00 A.M. to 6.00 P.M. on all working days
(except Saturday, Sunday and public holidays):
(a) Audited financial statements of the Company as on March 31, 2016;
(b) Unaudited financial statements of the Company as on March 31, 2017;
(c) Certified copy of the order passed by the National Company Law Tribunal, Bengaluru
Bench in Company Application No CA (CAA) NO. 33/BB of 2017, dated 13th day of July
2017, inter alia, directing MHJPL to convene the meeting of its Secured Creditors;
(d) Copy of the Scheme;
(e) Copies of the Memorandum and Articles of Association of the Company;
(f) Copy of the Register of Director’s shareholding of the Company;
19
(g) Copy of the valuation report dated January 5, 2017 issued by Parimal Ram & Pattabhi,
Chartered Accountants;
(h) Copy of the resolution dated January 20, 2017, passed by the Board of Directors of
MHJPL approving the Scheme;
(i) Copy of the Statutory Auditors’ Certificate issued by S.R Batliboi & Associates LLP
stating that the accounting treatment mentioned in the Scheme is in conformity with the
Accounting Standards prescribed under Section 133 of the Companies Act, 2013; and
(j) Such other information or documents as the Board or Management believes necessary
and relevant for making decision for or against the Scheme.
(x) Details of approvals, sanctions or no-objection(s), if any, from regulatory or any other
governmental authorities required, received or pending for the proposed Scheme:
The copies of the Scheme are being filed simultaneously along with the dispatch of this notice
with the following regulatory and governmental authorities:
1. Registrar of Companies, Bengaluru, Karnataka;
2. Central Government through Regional Director, South East Region;
3. Income Tax Department, Government of India; and
4. Reserve Bank of India.
Approvals, sanctions or no-objection(s), if any, from the aforesaid regulatory or any other
governmental authorities shall be obtained within the prescribed period.
4. Documents under Section 232(2) of the Companies Act, 2013:
As required under Section 232(2) of the Companies Act, 2013, the following documents are
being circulated with the notice and explanatory statement
a) Scheme of Arrangement;
b) Copy of the Valuation Report;
20
c) Report of the Board of Directors of the Company; and
d) Unaudited Financial Statement as on March 31, 2017.
Dated this 19th day of July 2017 at Bengaluru
Sd/-
Mr. Sameer Agarwal
Chairman appointed for the meeting
21
COMPOSITE SCHEME OF ARRANGEMENT
OF
MANIPAL HOSPITALS (JAIPUR) PRIVATE LIMITED
AND
MANIPAL HOSPITALS (WHITEFIELD) PRIVATE LIMITED
AND
MANIPAL HEALTH ENTERPRISES PRIVATE LIMITED
AND
THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS
(UNDER SECTIONS 230 TO 232 READ WITH SECTION 66 OF THE
COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS OF THE
COMPANIES ACT, 2013)
Annexure 1
2323
GENERAL
I. Purpose of Scheme
This Composite Scheme of Arrangement (“Scheme”) is presented under
Sections 230 to 232 read with Section 66 of the Act (defined herein after), and
all other applicable provisions of the Act (defined herein after).
This Scheme is presented for:
1. Amalgamation of Manipal Hospitals (Whitefield) Private Limited into
Manipal Health Enterprises Private Limited;
2. Restructuring of Equity Share Capital of Manipal Hospitals (Jaipur)
Private Limited;
3. Slump Sale of Vijayawada Unit (defined herein after) of Manipal Health
Enterprises Private Limited into Manipal Hospitals (Jaipur) Private
Limited;
4. Demerger of Jaipur Unit (defined herein after) of Manipal Hospitals
(Jaipur) Private Limited into Manipal Health Enterprises Private
Limited; and
5. To undertake Ind AS related adjustments on the Scheme in the books of
Manipal Health Enterprises Private Limited.
II. Rationale for the Scheme
The proposed amalgamation of Manipal Hospitals (Whitefield) Private
Limited and acquisition of Jaipur Unit (defined herein after) of Manipal
Hospitals (Jaipur) Private Limited by way of demerger into Manipal Health
Enterprises Private Limited would facilitate consolidation of core hospital
2424
business under one single entity so as to enhance the value of shareholders,
creditors and other stake holders of Manipal Hospitals (Whitefield) Private
Limited, Manipal Hospitals (Jaipur) Private Limited and Manipal Health
Enterprises Private Limited. Further, the proposed consolidation would also
create greater visibility and enhance the overall performance of the combined
business/ entity.
The Vijayawada Unit (defined herein after) of Manipal Health Enterprises
Private Limited is in its initial years of growth and has potential for
generating sustainable profits in future and also capable of attracting
different set of investors, strategic partners to scale up the size, operations
and specialization of the Vijayawada Unit (defined herein after). Therefore,
the Vijayawada Unit (defined herein after) of Manipal Health Enterprises
Private Limited is proposed to be transferred by way of Slump Sale into
Manipal Hospitals (Jaipur) Private Limited.
The Ministry of Corporate Affairs has notified application of new Indian
Accounting Standards “Ind AS”(defined hereinafter) for certain classes of
Companies. Manipal Health Enterprises Private Limited is covered under
such class and accordingly it shall carry out First time adoption of Ind AS in
its books. Part F intends to address matters as may be relevant to this Scheme
in the context of Manipal Health Enterprises Private Limited’s Ind AS
adoption.
III. Parts of the Scheme
The Scheme is divided into following parts:
1. Part A – dealing with definitions of the terms used in this Scheme and sets
out the share capital of the Transferor Company(ies) and Transferee
Company(ies) as defined in this Scheme;
2525
2. Part B – dealing with the amalgamation of Manipal Hospitals (Whitefield)
Private Limited with Manipal Health Enterprises Private Limited and
dissolution of Manipal Hospitals (Whitefield) Private Limited;
3. Part C – dealing with restructuring involving capital reduction of equity
shares of Manipal Hospitals (Jaipur) Private Limited;
4. Part D – dealing with the Slump Sale of Vijayawada Unit (defined herein
after) of Manipal Health Enterprises Private Limited into Manipal Hospitals
(Jaipur) Private Limited;
5. Part E – dealing with the demerger of Jaipur Unit (defined herein after) of
Manipal Hospitals (Jaipur) Private Limited into Manipal Health Enterprises
Private Limited;
6. Part F – dealing with Ind AS (defined herein after) related adjustments on the
Scheme in the books of Manipal Health Enterprises Private Limited; and
7. Part G – dealing with the general terms and other conditions applicable to
this Scheme and other matters consequential and integrally connected
thereto.
2626
PART A
1. DEFINITIONS
In this Scheme, unless repugnant to the context, the following expressions
shall have the following meaning:
1.1 “Act” means the Companies Act, 2013 and shall include rules, any statutory
modification, re-enactment or amendments thereof from time to time.
1.2 “Appointed Date” means January 1, 2017 or such other time and date as the
Tribunal may direct / fix.
1.3 “Board of Directors” or “Board” means the board of directors of any of the
Transferor Company(ies) and / or the Transferee Company(ies), as the case
may be, and shall include a duly constituted committee thereof.
1.4 “Effective Date” or “Upon the Scheme becoming effective” or “On the
Scheme becoming effective” means the last of the dates on which the
certified true copies of the order of the Tribunal sanctioning the Scheme are
filed with the Registrar of Companies, Karnataka, by the Transferor
Company(ies) and the Transferee Company(ies) who are parties to this
Scheme.
1.5 “Free Reserves” means such reserves not being Capital Reserve and which
are freely available for distribution without limitation for all purposes of the
Act, including, for example, declaration of dividends, bonus shares, buy-back
of shares, etc.
1.6 “Government Authority” means any applicable Central, State or local
Government, legislative body, regulatory or administrative authority, agency
or commission or any court, tribunal, board, bureau or instrumentality
thereof or arbitration or arbitral body having jurisdiction.
2727
1.7 “Indian Accounting Standards” or “Ind AS” means Indian Accounting
Standards notified under the Act , Rules thereof or any addendum thereto
and amendments (if any) from time to time, as may be notified by Central
Government through Ministry of Corporate Affairs in consultation with the
National Advisory Committee and shall include National Financial
Reporting Authority, as may be applicable.
1.8 “Jaipur Unit” means whole of the undertaking of Jaipur Unit of Manipal
Hospitals (Jaipur) Private Limited as a going concern and shall mean and
include, without limitation all the assets, properties whether movable or
immovable, liabilities or provisions, employees and contracts of the Jaipur
Unit. It is clarified that Jaipur Unit shall not include any assets, properties
whether movable or immovable, liabilities or provisions, employees and
contracts pertaining to Vijayawada Unit (defined herein after).
1.9 “MHEPL” or ”Transferee Company” for Part B and Part E or ”Transferor
Company” for Part D of this Scheme means Manipal Health Enterprises
Private Limited, a company incorporated under the Companies Act, 1956,
and having its registered office at The Annexe, # 98/2, Rustombagh, HAL
Airport Road, Bengaluru-560 017.
1.10 “MHJPL” or “Transferee Company” for Part D or “Transferor Company”
for Part E of this Scheme means Manipal Hospitals (Jaipur) Private Limited,
a company incorporated under the Companies Act, 1956, and having its
registered office at #70, 2nd & 3rd Floor, Grace Towers, above Navnit Motors,
Millers Road, Bengaluru-560 052.
1.11 “MHWPL” or “Transferor Company” for Part B of this Scheme means
Manipal Hospitals (Whitefield) Private Limited, a company incorporated
under the Companies Act, 1956, and having its registered office at
The Annexe, No 98/2, Rustombagh, HAL Airport Road, Bengaluru-560 017.
2828
1.12 “Scheme” or “the Scheme” or “this Scheme” means this Scheme in its
present form or with any modification(s) made under clause 38 of this
Scheme, as approved or directed by the Tribunal.
1.13 "Tribunal" means the bench of the National Company Law Tribunal at
Bengaluru that has been constituted under the Act having jurisdiction over
the Transferor Company (ies) and the Transferee Company (ies).
1.14 “Vijayawada Unit” means whole of the undertaking of Vijayawada Unit of
Manipal Health Enterprises Private Limited on a going concern and shall
mean and include, without limitation all the assets, properties whether
movable or immovable, liabilities or provisions, employees and contracts of
the Vijayawada Unit.
All terms and words not defined in this Scheme shall, unless repugnant or
contrary to the context or meaning thereof, have the same meaning ascribed
to them under the Act, and other applicable laws, rules, regulations, bye-laws,
as the case may be or any statutory modifications or re-enactments thereof
from time to time.
2. SHARE CAPITAL
2.1 Details of the share capital of MHJPL as at March 31, 2016, is given below:
Authorized Capital Amount (INR)
5,00,10,000 Equity Shares of INR 10/- each 50,01,00,000
Issued, Subscribed and Paid-up Capital Amount (INR)
5,00,10,000 Equity Shares of INR 10/- each fully Paid-up 50,01,00,000
Subsequent to March 31, 2016, MHJPL has allotted/ issued 5,00,00,000 Equity
Shares of INR 10/- each, totaling to INR 50,00,00,000. Post this issue the
Authorized, Issued, Subscribed and Paid-up share capital of MHJPL is as
follows:
2929
Authorized Capital Amount (INR)
10,00,10,000 Equity Shares of INR 10/- each 100,01,00,000
Issued, Subscribed and Paid-up Capital Amount (INR)
10,00,10,000 Equity Shares of INR 10/- each fully Paid-up 100,01,00,000
2.2 Details of the share capital of MHWPL as at March 31, 2016, is given below:
Authorised Capital Amount (INR)
10,000 Equity Shares of INR 10/- each 1,00,000
Issued, Subscribed and Paid-up Capital Amount (INR)
10,000 Equity Shares of INR 10/- each fully Paid-up 1,00,000
Subsequent to March 31, 2016 there has been no change in the share capital of
MHWPL.
2.3 Details of the share capital of MHEPL as at March 31, 2016, is given below:
Authorized Capital Amount (INR)
7,50,00,000 Equity Shares of INR 10/- each
6,00,00,000 0.01% Compulsorily Convertible Preference
Shares of INR 10/- each
75,00,00,000
60,00,00,000
Issued, Subscribed and Paid-up Capital Amount (INR)
6,04,91,415 Equity Shares of INR 10/- each fully Paid-up
Less : Amount recoverable from MHEWT (6,81,720
Equity Shares of INR 10/- each)
5,98,09,695 Equity Shares of INR 10/- each – Fully paid
up
60,49,14,150
(68,17,200)
59,80,96,950
Subsequent to March 31, 2016, MHEPL has allotted/ issued 81,97,674 Equity Shares
of INR 10/- each, totaling to INR 8,19,76,740. Post this issue the Authorized, Issued,
Subscribed and Paid-up share capital of MHEPL is as follows:
3030
Authorized Capital Amount (INR)
7,50,00,000 Equity Shares of INR 10/- each
6,00,00,000 0.01% Compulsorily Convertible Preference
Shares of INR 10/- each
75,00,00,000
60,00,00,000
Issued, Subscribed and Paid-up Capital Amount (INR)
6,86,89,089 Equity Shares of INR 10/- each fully paid-up
Less : Amount recoverable from MHEWT (6,81,720
Equity Shares of INR 10/- each)
6,80,07,369 Equity Shares of INR 10/- each - fully paid up
68,68,90,890
(68,17,200)
68,00,73,690
3. DATE OF TAKING EFFECT AND OPERATIVE DATE
The Scheme set out herein in its present form or with any modification(s)
approved or imposed or directed by the Tribunal shall be effective from the
Appointed Date mentioned herein, but shall be operative from the Effective
Date.
3131
PART B
AMALGAMATION OF MANIPAL HOSPITALS (WHITEFIELD) PRIVATE
LIMITED WITH MANIPAL HEALTH ENTERPRISES PRIVATE LIMITED AND
DISSOLUTION OF MANIPAL HOSPITALS (WHITEFIELD) PRIVATE
LIMITED
4. AMALGAMATION OF MHWPL WITH MHEPL
4.1 Upon the Scheme becoming effective but with effect from Appointed Date,
MHWPL in its entirety shall, pursuant to Sections 230 to 232 of the Act and
any other relevant provisions of the Act (as may be applicable) and without
any further act, instrument, deed, matter, or thing, be transferred to and
vested in MHEPL by way of amalgamation.
4.2 Subject to the provisions of this Scheme as specified hereinafter and with
effect from the Appointed Date, the entire business and undertaking(s) of
MHWPL including all the debts, liabilities, duties and obligations, including
those arising on account of taxation laws and other allied laws of MHWPL of
every description and also including, without limitation, all the movable and
immovable properties and assets (whether tangible or intangible) of MHWPL
comprising, amongst others, all freehold land, leasehold land, building,
plants, motor vehicles, receivables, actionable claims, furniture and fixtures,
computers, medical, diagnostic instruments and equipment’s, machineries,
T.V sets, cameras, software, products, portals, inventories, merchandising
rights, websites, office equipment, electrical installations, telephones, telex,
facsimile and other communication facilities and business licenses, permits,
deposits, authorisations, approvals, insurance cover of every description,
lease, tenancy rights, permissions, incentives, if any, and all other rights,
patents, know-how, trademark, service mark, trade secret, brands,
registrations, product licenses, marketing authorisations or other intellectual
3232
property rights, proprietary right, title, interest, contracts, consent, approvals
and rights and powers of every kind, nature and description whatsoever,
privileges, liberties, easements, advantages, benefits and approvals, shall,
under the applicable provisions of the Act and pursuant to the order of the
Tribunal sanctioning this Scheme and without further act, instrument or
deed, but subject to the charges affecting the same as on the Effective Date,
be transferred and/or deemed to be transferred to and vested in MHEPL, so
as to become the properties, assets, rights, debts, liabilities, duties and
obligations, business and undertaking(s) of MHEPL.
4.3 With effect from the Appointed Date all debts, liabilities, duties and
obligations of MHWPL as on the Appointed Date whether provided for or
not in the books of account of MHWPL and all other liabilities which may
accrue or arise after the Appointed Date but which relate to the period on or
up to the day of the Appointed Date shall be the debts, liabilities, duties and
obligations of MHEPL including any encumbrance on the assets of MHWPL
or on any income earned from those assets.
4.4 All records, files, papers, information, computer programs, manuals, data,
catalogues, quotations, advertising materials, lists of present and former
patients/ customers and suppliers, customer credit information, customer
pricing information and other records, whether in physical form or electronic
form of MHWPL will be transferred to and vested in MHEPL by virtue of this
Scheme.
4.5 With effect from the Appointed Date, all inter-party transactions between
MHWPL and MHEPL shall be considered as intra-party transactions for all
purposes from the Appointed Date.
4.6 Loans, advances and other obligations (including any guarantees, letters of
credit, letters of comfort or any other instrument or arrangement which may
give rise to a contingent liability in whatever form), if any, due or which may
3333
at any time in future become due between MHWPL and MHEPL shall, ipso
facto, stand discharged and come to an end and there shall be no liability in
that behalf on any party and appropriate effect shall be given in the books of
accounts and records of MHEPL. It is hereby clarified that there will be no
accrual of interest or other charges in respect of any inter-company loans,
advances and other obligations with effect from the Appointed Date.
4.7 All the existing securities, mortgages, charges, encumbrances or liens, if any,
as on the Appointed Date and those created by MHWPL after the Appointed
Date, over the assets comprised in the business and undertaking(s) or any
part thereof transferred to MHEPL by virtue of this Scheme and in so far as
such securities, mortgages, charges, encumbrances or liens secure or relate to
liabilities of MHWPL, the same shall, after the Effective Date, continue to
relate and attach to such assets or any part thereof to which they are related
or attached prior to the Effective Date and as are transferred to MHEPL, and
such securities, mortgages, charges, encumbrances or liens shall not relate or
attach to any of the other assets of MHEPL, provided however that no
encumbrances shall have been created by MHWPL over its assets after the
date of filing of the Scheme without the prior written consent of the Board of
Directors of MHEPL.
4.8 The existing encumbrances over the assets and properties of MHEPL or any
part thereof which relate to the liabilities and obligations of MHEPL prior to
the Effective Date shall continue to relate only to such assets and properties
and shall not extend or attach to any of the assets and properties of MHWPL
transferred to and vested in MHEPL by virtue of this Scheme.
4.9 It is expressly provided that, save as herein provided, no other term or
condition of the liabilities transferred to MHEPL is modified by virtue of this
Scheme except to the extent that such amendment is required statutorily or
by necessary implication.
3434
4.10 With effect from the Appointed Date, all statutory licences, registrations,
incentives, tax deferrals and benefits, carry-forward of tax losses, tax credits,
tax refunds, subsidies, concessions, grants, rights, claims, leases, tenancy
rights, liberties, permissions, approvals or consents to carry on the operations
of MHWPL, special status and other benefits or privileges enjoyed or
conferred upon or held or availed of by MHWPL and all rights and benefits
that have accrued or which may accrue to MHWPL, whether before or after
the Appointed Date shall stand vested in or transferred to MHEPL, pursuant
to the Scheme, without any further act or deed and shall remain valid,
effective and enforceable on the same terms and conditions and shall be
appropriately mutated by the statutory authorities concerned in favour of
MHEPL upon the vesting and transfer of the business and undertaking(s) of
MHWPL pursuant to this Scheme.
4.11 The amalgamation of MHWPL with MHEPL, pursuant to and in accordance
with this Scheme, shall take place with effect from the Appointed Date and
shall be in accordance with Section 2(1B) of the Income-tax Act, 1961. This
Scheme has been drawn up to comply with the conditions relating to
“amalgamation” as specified under Section 2(1B) of the Income-tax Act, 1961.
At a later date, if any term or provision of the Scheme is found or interpreted
to be inconsistent with any provision thereof, including resulting from an
amendment of law or for any reason whatsoever, the Scheme shall stand
modified to the extent determined necessary to comply with Section 2(1B) of
the Income-tax Act, 1961. Such modification will however not affect other
parts of the Scheme.
5. CONSIDERATION
5.1 The entire share capital of MHWPL is held by MHEPL and its nominees. i.e.
MHWPL is a wholly-owned subsidiary of MHEPL. Upon the Scheme coming
into effect, all the shares of MHWPL held by MHEPL (either directly or
3535
through nominees) shall stand cancelled without any further application, act
or deed. It is clarified that no new shares shall be issued or payment shall be
made in cash whatsoever by MHEPL in lieu of cancellation of such shares of
MHWPL.
6. STAFF, WORKMEN & EMPLOYEES
6.1 On the Scheme becoming effective, all staff, workmen and employees of
MHWPL in service on the Effective Date shall be deemed to have become
staff, workmen and employees of MHEPL with effect from the later of
Appointed Date or the actual date of joining, without any break or
interruption in their service and on the basis of continuity of service, and the
terms and conditions of their employment with MHEPL (i.e. cost to company
basis, in monetary terms) shall not be less favourable than those applicable to
them with reference to their employment with MHWPL on the Effective Date.
6.2 It is expressly provided that, on the Scheme becoming effective, the provident
fund, gratuity fund, superannuation fund or any other special fund or trusts,
if any, created or existing for the benefit of the staff, workmen and employees
of MHWPL shall become trusts/ funds of MHEPL for all purposes
whatsoever in relation to the administration or operation of such
funds/trusts or in relation to the obligation to make contributions to the said
funds/trusts in accordance with the provisions thereof as per the terms
provided in the respective trust deeds, if any, to the end and intent that all
rights, duties, powers and obligations of MHWPL in relation to such
funds/trusts shall become those of MHEPL. It is clarified that, for the purpose
of the said funds/trusts, the services of the staff, workmen and employees of
MHWPL will be treated as having been continuous with MHEPL from the
date of employment as reflected in the records of MHWPL.
3636
7. LEGAL PROCEEDINGS
7.1 If any suit, appeal or other proceeding of whatever nature by or against
MHWPL is pending, including those arising on account of taxation laws and
other allied laws, the same shall not abate or be discontinued or in any way
be prejudicially affected by reason of this arrangement or by anything
contained in this Scheme, but the said suit, appeal or other legal proceedings
may be continued, prosecuted and enforced by or against MHEPL, in the
same manner and to the same extent as it would or might have been
continued, prosecuted and enforced by or against MHWPL, as if this Scheme
had not been made.
8. CONTRACTS, DEEDS, ETC. AND POWER TO GIVE EFFECT TO THIS
PART
8.1 Subject to the other provisions of this Scheme, all contracts, deeds, bonds,
agreements, registrations, licenses, permissions, approvals, consents,
entitlements, sanctions, permits benefits, privileges pertaining to (but not
limited to) drug, medical, diagnostic and pharma industry (whether
proprietary or otherwise), rights arising from contracts, deeds, licenses,
instruments and agreements, if any, of whatsoever nature to which MHWPL
is party to and subsisting or having effect on the Effective Date, shall be in
full force and effect against or in favour of MHEPL, as the case may be, and
may be enforced by or against MHEPL as fully and effectually as if, instead
of MHWPL, MHEPL had been a party thereto, notwithstanding the terms
contained in such contracts, deeds, bonds, agreements, licences, permits,
registrations, approvals and other instruments etc.
8.2 MHEPL shall enter into and/ or issue and/ or execute deeds, writings or
confirmations or enter into any tripartite arrangements, confirmations or
novations, to which MHWPL will, if necessary, also be party in order to give
formal effect to the provisions of this Scheme, if so required. Further, MHEPL
3737
shall be deemed to be authorised to execute any such deeds, writings or
confirmations on behalf of MHWPL and to implement or carry out all
formalities required on the part of MHWPL to give effect to the provisions of
this Scheme.
9. TAXATION MATTERS
9.1 All taxes (including, without limitation, income tax, wealth tax, sales tax,
custom duty, service tax, value added tax, central sales tax, GST, etc.) paid or
payable by MHWPL in respect of the operations or profits and assets of
MHWPL before the Appointed Date, shall be on account of MHEPL and, in
so far as it relates to any tax payment (including, without limitation, income
tax, minimum alternate tax, dividend distribution tax, wealth tax, sales tax,
custom duty, service tax, value added tax, central sales tax, GST, etc.) whether
by way of deduction at source, advance tax or otherwise howsoever, by
MHWPL in respect of its profits or activities or operation or assets with effect
from the Appointed Date, the same be deemed to be the corresponding item
paid by MHEPL and shall in all proceedings be dealt with accordingly.
9.2 Any refund under the tax laws due to MHWPL consequent to the assessment
made on MHWPL and for which no credit is taken in accounts as on the date
immediately preceding the Appointed Date shall also belong to and be
received by MHEPL.
9.3 MHEPL shall be entitled to revise and file income tax returns, sales tax /
value added tax return, service tax returns, GST return, and any other returns,
and to claim refunds/ credits, pursuant to the provisions of this Scheme.
MHEPL shall be entitled to such tax benefits, including but not limited to,
minimum alternate tax paid under Section 115JA/115JB of the Income-tax
Act, 1961 and the right to claim credit in accordance with Section 115JAA of
the Income-tax Act, 1961, including the benefit of brought forward losses or
3838
depreciation as admissible under the provisions of the Income-tax Act, 1961,
including but not limited to eligibility to claim deduction for expenses under
Section 40(a) and/ or 43B of the Income-tax Act, 1961 to the extent applicable,
of MHWPL from the taxable profits of MHEPL with effect from the
Appointed Date. Further, all existing and future benefits/ claim/ relief under
the provisions of Income-tax Act, 1961 shall be available to MHEPL in the
same manner and to the extent as those were available otherwise to MHWPL
upon fulfilment of the prescribed conditions. MHEPL shall continue to enjoy
the tax benefits and concessions provided to MHWPL by the concerned
authorities.
9.4 Any refund/ credit/ claim benefits/ incentives under any tax laws due to
MHWPL (including but not limited to advance tax, self-assessment tax,
regular assessment tax, service tax, CENVAT, minimum alternative tax, value
added tax, central sales tax, GST, etc.) shall belong to and be received by
MHEPL. Without prejudice to the generality of the aforesaid provision, all
the benefits under the various incentive schemes and policies that MHWPL
is entitled to, in relation to its operation, shall upon the Scheme becoming
effective and with effect from the Appointed Date be transferred to and
vested in MHEPL and all the benefits, entitlements and incentives of any
nature whatsoever, including minimum alternate tax credit entitlement, shall
be claimed by MHEPL and these shall relate back to the Appointed Date as if
MHEPL was originally entitled to all benefits under such incentives schemes
and/ or policies.
9.5 MHEPL shall be deemed to be authorised under this Scheme to execute any
pleadings, submissions, applications, forms, etc., as are required to remove
3939
any difficulties and carry out any formalities or compliance as are necessary
for the implementation of this Scheme.
10. ACCOUNTING TREATMENT IN THE BOOKS OF MHEPL
On the Scheme becoming effective MHEPL shall account for the
amalgamation of MHWPL in its books as given below:
10.1 All the assets, including but not limited to the fixed assets, intangibles and
any other assets of MHWPL, subject to clause 10.6, shall be recorded in the
books by MHEPL at its respective book values as at the close of the business
as on the day immediately preceding the Appointed Date.
10.2 All the reserves, liabilities of MHWPL subject to clause 10.4, shall be recorded
in the books by MHEPL at its respective book values as at the close of the
business as on the day immediately preceding the Appointed Date.
10.3 The carrying amount of investments in the shares of MHWPL to the extent
held by MHEPL and its nominees shall stand cancelled in the books of
MHEPL, without any further act or deed.
10.4 The amount of any inter-company balances, amounts between MHWPL and
MHEPL, appearing in the books of account of MHEPL and MHWPL shall
stand cancelled without any further act or deed, upon the Scheme coming
into effect.
10.5 The surplus/ deficit arising out of the value of assets as recorded in clause
10.1 over the value of reserves and liabilities as recorded in clause 10.2 and
after making adjustments as mentioned in clauses 10.3 and 10.4 will be
adjusted in accordance with the “Pooling of Interest method” as prescribed
4040
under Appendix C of Ind AS 103 “Business Combinations” prescribed under
the Act.
10.6 In case of any differences in accounting policies between MHEPL and
MHWPL the accounting policies followed by MHEPL shall prevail to ensure
that the financial statements reflect the financial position on the basis of
consistent accounting policies.
11. TRANSACTIONS BETWEEN APPOINTED DATE AND EFFECTIVE
DATE
During the period from the Appointed Date to the Effective Date:
11.1 MHWPL shall carry on and be deemed to have carried on its respective
business and activities and shall be deemed to have held and stood possessed
of and shall hold and stand possessed of its entire businesses and
undertaking(s) for and on account of and in trust for MHEPL.
11.2 MHWPL shall carry on its business and activities in the ordinary course of
business with reasonable diligence and business prudence.
11.3 All the profits or income accruing or arising to MHWPL or expenditure or
losses incurred or arising to MHWPL, shall for all purposes be treated and
deemed to be and accrue as the profits or income or expenditure or losses (as
the case may be) of MHEPL.
11.4 MHEPL shall be entitled, pending the sanction of the Scheme, to apply to the
Central Government and all other Government Authorities/Agencies
4141
concerned as are necessary under any law for such consents, approvals and
sanctions which MHEPL may require to carry on the business of MHWPL.
12. SAVING OF CONCLUDED TRANSACTIONS
12.1 Subject to the terms of this Scheme, the transfer and vesting of the assets and
liabilities of MHWPL under clause 4 of this Scheme shall not affect any
transactions or proceedings already concluded by MHWPL before the
Appointed Date or concluded after the Appointed Date till the Effective Date,
to the end and intent that MHEPL accepts and adopts all acts, deeds and
things made, done and executed by MHWPL as acts, deeds and things made,
done and executed by or on behalf of MHEPL.
13. WINDING UP
13.1 On the Scheme becoming effective, MHWPL shall stand dissolved, without
being wound-up.
4242
PART C
RESTRUCTURING INVOLVING CAPITAL REDUCTION OF EQUITY
SHARES OF MANIPAL HOSPITALS (JAIPUR) PRIVATE LIMITED
14. CAPITAL REDUCTION OF EQUITY SHARES OF MANIPAL
HOSPITALS (JAIPUR) PRIVATE LIMITED
14.1 The rationale for financial reduction of equity share capital of Manipal
Hospitals (Jaipur) Private Limited is as under:
14.1.1 MHJPL had acquired the hospital and post-acquisition MHJPL incurred
significant losses on account of expansion, diversification, stiff competition,
increase in staff cost and financial cost to fund the acquisition.
14.1.2 In order to show true and fair view of the balance sheet, it is prudent that out
of the total accumulated losses INR 100 crore be set-off against the paid-up
capital of MHJPL as on the Appointed Date, in accordance with the
provisions of Section 66 of the Act.
14.1.3 The restructuring will help MHJPL to reflect better operational efficiency and
reflect a true and fair view and positive impact on the key financial ratios of
MHJPL.
14.2 The restructuring is proposed in the form of reduction of equity capital of
MHJPL and will not cause any prejudice to the creditors of MHJPL. The
creditors of MHJPL are in no way affected by the proposed restructuring by
way of reduction of equity share capital as there is no reduction in the amount
of payable to any of the creditors, no compromise or arrangement is
contemplated with the creditors. Further, there is no actual outflow of funds
of MHJPL and the proposed restructuring would not in any way adversely
affect the ordinary operations of MHJPL or the ability to honour its
commitments or to pay its debts in the ordinary course of business.
4343
14.3 The reduction of equity share capital as aforesaid shall be effected as a part of
the Scheme only as the same does not involve either diminution of liability in
respect of unpaid share capital or payment to any shareholder of any paid up
share capital.
14.4 It is clarified that reduction of equity share capital is for zero consideration
and it involves complete extinguishment of liability of MHJPL towards such
equity shares.
14.5 The reduction of the equity share capital as aforesaid shall be effected as a
part of the Scheme itself and not under a separate procedure in terms of
Section 66 of the Act, and the order of the Tribunal sanctioning the Scheme
shall be deemed to be an order under Section 66 of the Act confirming the
reduction.
14.6 Accordingly, upon the Scheme coming in to effect, and with effect from the
Appointed Date, the issued, subscribed and paid up share capital of MHJPL
shall stand cancelled by 10,00,00,000 equity shares of INR 10/- each, without
any further act or deed. On such cancellation as provided in this clause the
issued, subscribed and paid-up equity share capital shall stand reduced by
INR 100,00,00,000. The capital structure shall be as under:
Pre Reduction:
Authorized Capital Amount (INR)
10,00,10,000 Equity Shares of INR 10/- each 100,01,00,000
Issued, Subscribed and Paid-up Capital Amount (INR)
10,00,10,000 Equity Shares of INR 10/- each fully Paid-up 100,01,00,000
4444
Post Reduction:
Authorized Capital Amount (INR)
10,00,10,000 Equity Shares of INR 10/- each 100,01,00,000
Issued, Subscribed and Paid-up Capital Amount (INR)
10,000 Equity Shares of INR 10/- each fully Paid-up 1,00,000
4545
PART D
SLUMP SALE OF VIJAYAWADA UNIT OF MANIPAL HEALTH
ENTERPRISES PRIVATE LIMITED INTO MANIPAL HOSPITALS (JAIPUR)
PRIVATE LIMITED
15. TRANSFER AND VESTING OF VIJAYAWADA UNIT
15.1 Upon the Scheme becoming effective but with effect from Appointed Date,
the Vijayawada Unit of MHEPL in its entirety shall, pursuant to Sections 230
to 232 of the Act and any other relevant provisions of the Act (as may be
applicable) and without any further act, instrument, deed, matter, or thing,
be transferred to and vested in MHJPL by way of Slump Sale on a “going
concern basis” for lump sum consideration as set out hereinafter in the
Scheme.
15.2 Subject to the provisions of this Scheme as specified hereinafter and with
effect from the Appointed Date, the entire business and undertaking
pertaining to Vijayawada Unit of MHEPL including all the debts, liabilities,
duties and obligations, including those arising on account of taxation laws
and other allied laws, pertaining to Vijayawada Unit of MHEPL of every
description and also including, without limitation, all the movable and
immovable properties and assets (whether tangible or intangible) pertaining
to Vijayawada Unit of MHEPL comprising, amongst others, all freehold land,
leasehold land, building, plants, motor vehicles, receivables, actionable
claims, furniture and fixtures, computers, medical, diagnostic instruments
and equipment’s, machineries, T.V sets, cameras, software, products, portals,
inventories, merchandising rights, websites, office equipment, electrical
installations, telephones, telex, facsimile and other communication facilities
and business licenses, permits, deposits, authorisations, approvals, insurance
cover of every description, lease, tenancy rights, permissions, incentives, if
any, and all other rights, patents, know-how, trademark, service mark, trade
4646
secret, brands, registrations, product licenses, marketing authorisations or
other intellectual property rights, proprietary right, title, interest, contracts,
consent, approvals and rights and powers of every kind, nature and
description whatsoever, privileges, liberties, easements, advantages, benefits
and approvals, shall, under the applicable provisions of the Act, and pursuant
to the order of the Tribunal sanctioning this Scheme and without further act,
instrument or deed, but subject to the charges affecting the same as on the
Effective Date, be transferred and/or deemed to be transferred to and vested
in MHJPL, so as to become the properties, assets, rights, debts, liabilities,
duties and obligations, business and undertaking of MHJPL.
15.3 All records, files, papers, information, computer programs, manuals, data,
catalogues, quotations, advertising materials, lists of present and former
patients/ customers and suppliers, customer credit information, customer
pricing information and other records, whether in physical form or electronic
form pertaining to Vijayawada Unit of MHEPL will be transferred to and
vested in MHJPL by virtue of this Scheme.
15.4 With effect from the Appointed Date all debts, liabilities, duties and
obligations pertaining to Vijayawada Unit of MHEPL as on the Appointed
Date provided for in the books of account of MHEPL and all other liabilities
which may accrue or arise after the Appointed Date but which relate to the
period on or up to the day of the Appointed Date shall be the debts, liabilities,
duties and obligations of MHJPL including any encumbrance on the assets
pertaining to Vijayawada Unit of MHEPL or on any income earned from
those assets.
15.5 With effect from the Appointed Date, all inter-party transactions between the
Vijayawada Unit of MHEPL and MHJPL shall be considered as intra-party
transactions for all purposes from the Appointed Date.
4747
15.6 Loans, advances and other obligations (including any guarantees, letters of
credit, letters of comfort or any other instrument or arrangement which may
give rise to a contingent liability in whatever form), if any, due or which may
at any time in future become due between the Vijayawada Unit of MHEPL
and MHJPL shall, ipso facto, stand discharged and come to an end and there
shall be no liability in that behalf on any party and appropriate effect shall be
given in the books of accounts and records of MHJPL and MHEPL. It is
hereby clarified that there will be no accrual of interest or other charges in
respect of any inter-company loans, advances and other obligations with
effect from the Appointed Date.
15.7 All the existing securities, mortgages, charges, encumbrances or liens, if any,
as on the Appointed Date and those created by MHEPL for Vijayawada Unit
after the Appointed Date, over the assets comprised in Vijayawada Unit or
any part thereof transferred to MHJPL by virtue of this Scheme and in so far
as such securities, mortgages, charges, encumbrances or liens secure or relate
to liabilities of Vijayawada Unit , the same shall, after the Effective Date,
continue to relate and attach to such assets or any part thereof to which they
are related or attached prior to the Effective Date and as are transferred to
MHJPL, and such securities, mortgages, charges, encumbrances or liens shall
not relate or attach to any of the other assets of MHJPL, provided however
that no encumbrances shall have been created by Vijayawada Unit of MHEPL
over its assets after the date of filing of the Scheme without the prior written
consent of the Board of Directors of MHJPL.
The existing encumbrances over the assets and properties of MHJPL or any
part thereof which relate to the liabilities and obligations of MHJPL prior to
the Effective Date shall continue to relate only to such assets and properties
and shall not extend or attach to any of the assets and properties of the
Vijayawada Unit of MHEPL transferred to and vested in MHJPL by virtue of
this Scheme.
4848
15.8 It is expressly provided that, save as herein provided, no other term or
condition of the liabilities of Vijayawada Unit of MHEPL transferred to
MHJPL is modified by virtue of this Scheme except to the extent that such
amendment is required statutorily or by necessary implication.
15.9 With effect from the Appointed Date, all statutory licences, registrations,
incentives, tax deferrals and benefits, carry-forward of tax losses, tax credits,
tax refunds, subsidies, concessions, grants, rights, claims, leases, tenancy
rights, liberties, permissions, approvals or consents to carry on the operations
of the Vijayawada Unit of MHEPL, special status and other benefits or
privileges enjoyed or conferred upon or held or availed of by Vijayawada
Unit of MHEPL and all rights and benefits that have accrued or which may
accrue to Vijayawada Unit of MHEPL, whether before or after the Appointed
Date shall stand vested in or transferred to MHJPL, pursuant to the Scheme,
without any further act or deed and shall remain valid, effective and
enforceable on the same terms and conditions and shall be appropriately
mutated by the statutory authorities concerned in favour of MHJPL upon the
vesting and transfer of the Vijayawada Unit of MHEPL pursuant to this
Scheme.
15.10 The slump sale of Vijayawada Unit of MHEPL into MHJPL, pursuant to and
in accordance with this Scheme, shall take place with effect from the
Appointed Date and shall be in accordance with Section 2(42C) of the
Income-tax Act, 1961. This Scheme has been drawn up to comply with the
conditions relating to “slump sale” as specified under Section 2(42C) of the
Income-tax Act, 1961. At a later date, if any term or provision of the Scheme
is found or interpreted to be inconsistent with any provision thereof,
including resulting from an amendment of law or for any reason whatsoever,
the Scheme shall stand modified to the extent determined necessary to
4949
comply with Section 2(42C) of the Income-tax Act, 1961. Such modification
will however not affect other parts of the Scheme.
16. STAFF, WORKMEN AND EMPLOYEES
16.1 On the Scheme becoming effective, all staff, workmen and employees of the
Vijayawada Unit of MHEPL in service on the Effective Date shall be deemed
to have become staff, workmen and employees of MHJPL with effect from
later of the Appointed Date or actual date of joining, without any break or
interruption in their service and on the basis of continuity of service, and the
terms and conditions of their employment with MHJPL (i.e. cost to company
basis, in monetary terms) shall not be less favourable than those applicable to
them with reference to their employment with Vijayawada Unit of MHEPL
on the Effective Date.
16.2 It is expressly provided that, on the Scheme becoming effective, the provident
fund, gratuity fund, superannuation fund or any other special fund or trusts,
if any, created or existing for the benefit of the staff, workmen and employees
of Vijayawada Unit of MHEPL shall become trusts/ funds of MHJPL for all
purposes whatsoever in relation to the administration or operation of such
fund or funds or in relation to the obligation to make contributions to the said
funds/ trusts in accordance with the provisions thereof as per the terms
provided in the respective trust deeds, if any, to the end and intent that all
rights, duties, powers and obligations of Vijayawada Unit of MHEPL in
relation to such funds/trusts shall become those of MHJPL. It is clarified that,
for the purpose of the said funds/trusts, the services of the staff, workmen
and employees of Vijayawada Unit of MHEPL will be treated as having been
continuous with MHJPL from the date of employment as reflected in the
records of Vijayawada Unit of MHEPL.
5050
17. LEGAL PROCEEDINGS
17.1 If any suit, appeal or other proceeding of whatever nature by or against
Vijayawada Unit of MHEPL is pending, including those arising on account of
taxation laws and other allied laws, the same shall not abate or be
discontinued or in any way be prejudicially affected by reason of this
arrangement or by anything contained in this Scheme, but the said suit,
appeal or other legal proceedings may be continued, prosecuted and enforced
by or against MHJPL, in the same manner and to the same extent as it would
or might have been continued, prosecuted and enforced by or against
Vijayawada Unit of MHEPL, as if this Scheme had not been made.
18. CONTRACTS, DEEDS, ETC. AND POWER TO GIVE EFFECT TO THIS
PART
18.1 Subject to the other provisions of this Scheme, all contracts, deeds, bonds,
agreements, registrations, licenses, permissions, approvals, consents,
entitlements, sanctions, permits benefits, privileges pertaining to drug,
medical, diagnostic and pharma industry (whether proprietary or otherwise),
rights arising from contracts, deeds, licenses, instruments and agreements, if
any, of whatsoever nature to which Vijayawada Unit of MHEPL is a party
and subsisting or having effect on the Effective Date, shall be in full force and
effect against or in favour of MHJPL, as the case may be, and may be enforced
by or against MHJPL as fully and effectually as if, instead of Vijayawada Unit
of MHEPL, MHJPL had been a party thereto, notwithstanding the terms
contained in such contracts, deeds, bonds, agreements, licences, permits,
registrations, approvals and other instruments.
18.2 MHJPL shall enter into and/ or issue and/ or execute deeds, writings or
confirmations or enter into any tripartite arrangements, confirmations or
novations, to which MHEPL will, if necessary, also be party in order to give
formal effect to the provisions of this Scheme, if so required. Further, MHJPL
5151
shall be deemed to be authorised to execute any such deeds, writings or
confirmations on behalf of Vijayawada Unit of MHEPL and to implement or
carry out all formalities required on the part of Vijayawada Unit of MHEPL
to give effect to the provisions of this Scheme.
19. TAXATION MATTERS
19.1 All taxes (including, without limitation, income tax, wealth tax, sales tax,
custom duty, service tax, value added tax, central sales tax, GST, etc.) paid or
payable by Vijayawada Unit of MHEPL in respect of the operations or profits
or assets of Vijayawada Unit of MHEPL from the Appointed Date, shall be on
account of MHJPL and, in so far as it relates to any tax payment (including,
without limitation, income tax, minimum alternate tax, dividend distribution
tax, wealth tax, sales tax, custom duty, service tax, value added tax, central
sales tax, GST, etc.) whether by way of deduction at source, advance tax or
otherwise howsoever, by Vijayawada Unit of MHEPL in respect of its profits
or activities or operation or assets with effect from the Appointed Date, the
same be deemed to be the corresponding item paid by MHJPL, and shall in
all proceedings be dealt with accordingly.
19.2 MHEPL and/or MHJPL shall be entitled to revise and file income tax returns,
sales tax / value added return, service tax returns, GST return, and other
returns, and to claim refunds/ credits, pursuant to the provisions of this
Scheme. MHJPL shall be entitled to such tax benefits, including the benefit of
depreciation as admissible under the provisions of the Income-tax Act, 1961
to the extent applicable, of Vijayawada Unit of MHEPL from the taxable
profits of MHJPL with effect from the Appointed Date. Further, all existing
and future benefits/ claim/ relief under the provisions of Income-tax Act,
1961 shall be available to MHJPL in the same manner and to the extent as
those were available otherwise to Vijayawada Unit of MHEPL upon
fulfilment of the prescribed conditions. MHJPL shall continue to enjoy the tax
5252
benefits and concessions provided to Vijayawada Unit of MHEPL by the
concerned authorities.
19.3 MHJPL shall be deemed to be authorised under this Scheme to execute any
pleadings, submissions, applications, forms, etc., as are required to remove
any difficulties and carry out any formalities or compliance as are necessary
for the implementation of this Scheme.
20. CONSIDERATION
20.1 The lumpsum consideration for the slump sale of Vijayawada Unit of MHEPL
into MHJPL is INR 48,55,89,442/- (Forty eight crore fifty five lakhs eighty
nine thousand four hundred and forty two only).
20.2 Upon this Scheme becoming effective, MHJPL shall discharge consideration
by way of issue/ allotment of its equity shares, without any further
application or deed, issue and allot equity shares, credited as fully paid-up,
to the extent indicated below, to MHEPL (“New Equity shares”), as under:
“4,85,58,944 (Four crore eighty five lakh fifty eight thousand nine hundred
and forty four) fully paid-up equity share of INR 10/- each of MHJPL shall
be issued and allotted to MHEPL at par”
20.3 The New Equity shares to be issued to MHEPL pursuant to clause 20.2 shall
be in multiples of 1. Any issue of fractional shares, shall be rounded-off to the
nearest whole number.
20.4 The New Equity shares to be issued to MHEPL under clause 20.2 above shall
be subject to the Memorandum and Articles of Association of MHJPL and
shall rank pari passu with the existing equity shares of MHJPL in all respects
including dividend, save and except that the said equity shares shall be
eligible for dividend for the period commencing after the Effective Date.
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20.5 Subject to the provisions of clauses above, MHJPL shall, if necessary, suitably
increase its authorised share capital for allotment of New Equity shares to
MHEPL.
21. ACCOUNTING TREATMENT IN THE BOOKS OF MHJPL
21.1 Upon the Scheme becoming effective, MHJPL shall, record all the assets and
liabilities pertaining to the Vijayawada Unit of MHEPL vested in it pursuant
to this Scheme, at their respective book values as at the close of the business
as on the day immediately preceding the Appointed Date .
21.2 The face value of the New Equity shares of MHJPL issued pursuant to this
Scheme shall be credited to the Equity Share Capital account in the books of
MHJPL.
21.3 Surplus/ deficit arising out of the value of assets and liabilities as recorded in
clause 21.1 and the face value of New Equity shares issued as mentioned in
clause 21.2 will be adjusted in accordance with the “Pooling of Interest
Method” as prescribed under Appendix C of Ind AS 103 “Business
Combinations” prescribed under the Act.
21.4 In case of any differences in accounting policies between MHEPL and MHJPL
the accounting policies followed by MHJPL shall prevail to ensure that the
financial statements reflect the financial position on the basis of consistent
accounting policies.
22. ACCOUNTING TREATMENT IN THE BOOKS OF MHEPL
22.1 Upon the Scheme becoming effective, the book value of all assets and
liabilities which cease to be assets and liabilities of MHEPL shall be reduced
by MHEPL at their respective book values.
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22.2 The face value of the New Equity shares of MHJPL received pursuant to this
Scheme shall be debited to the Investment in MHJPL Account in the books of
MHEPL.
22.3 Surplus/ deficit arising out of the value of assets and liabilities as transferred
as per clause 22.1 and post enhancing the face value of New Equity shares of
MHJPL received as per clause 22.2 will be adjusted in accordance with the
“Pooling of Interest Method” as prescribed under Appendix C of Ind AS 103
“Business Combinations” prescribed under the Act.
23. TRANSACTIONS BETWEEN APPOINTED DATE AND EFFECTIVE
DATE
During the period from the Appointed Date to the Effective Date:
23.1 MHEPL shall carry on and be deemed to have carried on business and
activities and shall be deemed to have held and stood possessed of and shall
hold and stand possessed of Vijayawada Unit for and on account of and in
trust for MHJPL.
23.2 MHEPL shall carry on its business and activities in the ordinary course of
business of Vijayawada Unit with reasonable diligence and business
prudence.
23.3 All the profits or income accruing or arising to MHEPL pertaining to
Vijayawada Unit or expenditure or losses incurred or arising to MHEPL
pertaining to Vijayawada Unit, shall for all purposes be treated and deemed
to be and accrue as the profits or income or expenditure or losses (as the case
may be) of MHJPL.
23.4 MHJPL shall be entitled, pending the sanction of the Scheme, to apply to the
Central Government and all other Government Authorities/Agencies
concerned as are necessary under any law for such consents, approvals and
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sanctions which MHJPL may require to carry on the business of Vijayawada
Unit of MHEPL.
24. SAVING OF CONCLUDED TRANSACTIONS
Subject to the terms of this Scheme, the transfer and vesting of Vijayawada Unit
of MHEPL under clause 15 of this Scheme shall not affect any transactions or
proceedings already concluded by Vijayawada Unit of MHEPL on or from the
Appointed Date or concluded after the Appointed Date till the Effective Date,
to the end and intent that MHJPL accepts and adopts all acts, deeds and things
made, done and executed by Vijayawada Unit of MHEPL as acts, deeds and
things made, done and executed by or on behalf of MHJPL.
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PART E
DEMERGER OF JAIPUR UNIT OF MANIPAL HOSPITALS (JAIPUR) PRIVATE
LIMITED INTO MANIPAL HEALTH ENTERPRISES PRIVATE LIMITED
25. TRANSFER AND VESTING OF JAIPUR UNIT
25.1 Post giving effect to Part C and D of this Scheme, but with effect from
Appointed Date, the Jaipur Unit of MHJPL in its entirety shall, pursuant to
Sections 230 to 232 of the Act and any other relevant provisions of the Act (as
may be applicable) and without any further act, instrument, deed, matter, or
thing, be transferred to and vested in MHEPL by way of demerger on a
“going concern basis”.
25.2 Subject to the provisions of this Scheme as specified hereinafter and with
effect from the Appointed Date, the entire business and undertaking
pertaining to Jaipur Unit of MHJPL including all the debts, liabilities, duties
and obligations, including those arising on account of taxation laws and other
allied laws, pertaining to Jaipur Unit of MHJPL of every description and also
including, without limitation, all the movable and immovable properties and
assets (whether tangible or intangible) pertaining to Jaipur Unit of MHJPL
comprising, amongst others, all freehold land, leasehold land, building,
plants, motor vehicles, receivables, actionable claims, furniture and fixtures,
computers, medical, diagnostic instruments and equipment’s, machineries,
T.V sets, cameras, software, products, portals, Inventories, merchandising
rights, websites, office equipment, electrical installations, telephones, telex,
facsimile and other communication facilities and business licenses, permits,
deposits, authorisations, approvals, insurance cover of every description,
lease, tenancy rights, permissions, incentives, if any, and all other rights,
patents, know-how, trademark, service mark, trade secret, brands,
registrations, product licenses, marketing authorisations or other intellectual
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property rights, proprietary right, title, interest, contracts, consent, approvals
and rights and powers of every kind, nature and description whatsoever,
privileges, liberties, easements, advantages, benefits and approvals, shall,
under the applicable provisions of the Act, and pursuant to the order of the
Tribunal sanctioning this Scheme and without further act, instrument or
deed, but subject to the charges affecting the same as on the Effective Date,
be transferred and/or deemed to be transferred to and vested in MHEPL, so
as to become the properties, assets, rights, debts, liabilities, duties and
obligations, business and undertaking of MHEPL.
25.3 With effect from the Appointed Date all debts, liabilities, duties and
obligations pertaining to Jaipur Unit of MHJPL as on the Appointed Date
provided for in the books of account of MHJPL and all other liabilities which
may accrue or arise after the Appointed Date but which relate to the period
on or up to the day of the Appointed Date shall be the debts, liabilities, duties
and obligations of MHEPL including any encumbrance on the assets
pertaining to Jaipur Unit of MHJPL or on any income earned from those
assets.
25.4 All records, files, papers, information, computer programs, manuals, data,
catalogues, quotations, advertising materials, lists of present and former
patients/ customers and suppliers, customer credit information, customer
pricing information and other records, whether in physical form or electronic
form pertaining to Jaipur Unit of MHJPL will be transferred to and vested in
MHEPL by virtue of this Scheme.
25.5 With effect from the Appointed Date, all inter-party transactions between the
Jaipur Unit of MHJPL and MHEPL shall be considered as intra-party
transactions for all purposes from the Appointed Date.
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25.6 Loans, advances and other obligations (including any guarantees, letters of
credit, letters of comfort or any other instrument or arrangement which may
give rise to a contingent liability in whatever form), if any, due or which may
at any time in future become due between the Jaipur Unit of MHJPL and
MHEPL shall, ipso facto, stand discharged and come to an end and there shall
be no liability in that behalf on any party and appropriate effect shall be given
in the books of accounts and records of MHEPL and MHJPL. It is hereby
clarified that there will be no accrual of interest or other charges in respect of
any inter-company loans, advances and other obligations with effect from the
Appointed Date.
25.7 All the existing securities, mortgages, charges, encumbrances or liens, if any,
as on the Appointed Date and those created by MHJPL for Jaipur Unit after
the Appointed Date, over the assets comprised in Jaipur Unit or any part
thereof transferred to MHEPL by virtue of this Scheme and in so far as such
securities, mortgages, charges, encumbrances or liens secure or relate to
liabilities of Jaipur Unit , the same shall, after the Effective Date, continue to
relate and attach to such assets or any part thereof to which they are related
or attached prior to the Effective Date and as are transferred to MHEPL, and
such securities, mortgages, charges, encumbrances or liens shall not relate or
attach to any of the other assets of MHEPL, provided however that no
encumbrances shall have been created by Jaipur Unit of MHJPL over its assets
after the date of filing of the Scheme without the prior written consent of the
Board of Directors of MHEPL.
25.8 The existing encumbrances over the assets and properties of MHEPL or any
part thereof which relate to the liabilities and obligations of MHEPL prior to
the Effective Date shall continue to relate only to such assets and properties
and shall not extend or attach to any of the assets and properties of the Jaipur
Unit of MHJPL transferred to and vested in MHEPL by virtue of this Scheme.
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25.9 It is expressly provided that, save as herein provided, no other term or
condition of the liabilities of Jaipur Unit of MHJPL transferred to MHEPL is
modified by virtue of this Scheme except to the extent that such amendment
is required statutorily or by necessary implication.
25.10 With effect from the Appointed Date, all statutory licences, registrations,
incentives, tax deferrals and benefits, carry-forward of tax losses, tax credits,
tax refunds, subsidies, concessions, grants, rights, claims, leases, tenancy
rights, liberties, permissions, approvals or consents to carry on the operations
of the Jaipur Unit of MHJPL, special status and other benefits or privileges
enjoyed or conferred upon or held or availed of by Jaipur Unit of MHJPL and
all rights and benefits that have accrued or which may accrue to Jaipur Unit
of MHJPL, whether before or after the Appointed Date shall stand vested in
or transferred to MHEPL, pursuant to the Scheme, without any further act or
deed and shall remain valid, effective and enforceable on the same terms and
conditions and shall be appropriately mutated by the statutory authorities
concerned in favour of MHEPL upon the vesting and transfer of the Jaipur
Unit of MHJPL pursuant to this Scheme.
25.11 The demerger of Jaipur Unit of MHJPL into MHEPL, pursuant to and in
accordance with this Scheme, shall take place with effect from the Appointed
Date and shall be in accordance with Section 2(19AA) of the Income-tax Act,
1961. This Scheme has been drawn up to comply with the conditions relating
to “demerger” as specified under Section 2(19AA) of the Income-tax Act,
1961. At a later date, if any term or provision of the Scheme is found or
interpreted to be inconsistent with any provision thereof, including resulting
from an amendment of law or for any reason whatsoever, the Scheme shall
stand modified to the extent determined necessary to comply with Section
2(19AA) of the Income-tax Act, 1961. Such modification will however not
affect other parts of the Scheme.
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26. STAFF, WORKMEN AND EMPLOYEES
26.1 On the Scheme becoming effective, all staff, workmen and employees of the
Jaipur Unit of MHJPL in service on the Effective Date shall be deemed to have
become staff, workmen and employees of MHEPL with effect from later of
the Appointed Date or the actual date of joining, without any break or
interruption in their service and on the basis of continuity of service, and the
terms and conditions of their employment with MHEPL (i.e. Cost to company
basis, in monetary terms) shall not be less favourable than those applicable to
them with reference to their employment with Jaipur Unit of MHJPL on the
Effective Date.
26.2 It is expressly provided that, on the Scheme becoming effective, the provident
fund, gratuity fund, superannuation fund or any other special fund or trusts,
if any, created or existing for the benefit of the staff, workmen and employees
of Jaipur Unit of MHJPL shall become trusts/ funds of MHEPL for all
purposes whatsoever in relation to the administration or operation of such
fund or funds or in relation to the obligation to make contributions to the said
funds/trusts in accordance with the provisions thereof as per the terms
provided in the respective trust deeds, if any, to the end and intent that all
rights, duties, powers and obligations of Jaipur Unit of MHJPL in relation to
such funds/trusts shall become those of MHEPL. It is clarified that, for the
purpose of the said funds/trusts, the services of the staff, workmen and
employees of Jaipur Unit of MHJPL will be treated as having been continuous
with MHEPL from the date of employment as reflected in the records of
Jaipur Unit of MHJPL.
27. LEGAL PROCEEDINGS
27.1 If any suit, appeal or other proceeding of whatever nature by or against Jaipur
Unit of MHJPL is pending, including those arising on account of taxation laws
and other allied laws, the same shall not abate or be discontinued or in any
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way be prejudicially affected by reason of the arrangement by anything
contained in this Scheme, but the said suit, appeal or other legal proceedings
may be continued, prosecuted and enforced by or against MHEPL, in the
same manner and to the same extent as it would or might have been
continued, prosecuted and enforced by or against Jaipur Unit of MHJPL, as if
this Scheme had not been made.
28. CONTRACTS, DEEDS, ETC. AND POWER TO GIVE EFFECT TO THIS
PART
28.1 Subject to the other provisions of this Scheme, all contracts, deeds, bonds,
agreements, registrations, licenses, permissions, approvals, consents,
entitlements, sanctions, permits benefits, privileges pertaining to drug,
medical, diagnostic and pharma industry (whether proprietary or otherwise),
rights arising from contracts, deeds, licenses, instruments and agreements, if
any, of whatsoever nature to which Jaipur Unit of MHJPL is a party and
subsisting or having effect on the Effective Date, shall be in full force and
effect against or in favour of MHEPL, as the case may be, and may be enforced
by or against MHEPL as fully and effectually as if, instead of Jaipur Unit of
MHJPL, MHEPL had been a party thereto, notwithstanding the terms
contained in such contracts, deeds, bonds, agreements, licences, permits,
registrations, approvals and other instruments.
28.2 MHEPL shall enter into and/ or issue and/ or execute deeds, writings or
confirmations or enter into any tripartite arrangements, confirmations or
novations, to which MHJPL will, if necessary, also be party in order to give
formal effect to the provisions of this Scheme, if so required. Further, MHEPL
shall be deemed to be authorised to execute any such deeds, writings or
confirmations on behalf of Jaipur Unit of MHJPL and to implement or carry
out all formalities required on the part of Jaipur Unit of MHJPL to give effect
to the provisions of this Scheme.
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29. TAXATION MATTERS
29.1 All taxes (including, without limitation, income tax, wealth tax, sales tax,
custom duty, service tax, value added tax, central sales tax, GST, etc.) paid or
payable by Jaipur Unit of MHJPL in respect of the operations or profits or
assets of Jaipur Unit of MHJPL before and/or from the Appointed Date (as
applicable), shall be on account of MHEPL and, in so far as it relates to any
tax payment (including, without limitation, income tax, minimum alternate
tax, dividend distribution tax, wealth tax, sales tax, custom duty, service tax,
value added tax, central sales tax, GST, etc.) whether by way of deduction at
source, advance tax or otherwise howsoever, by Jaipur Unit of MHJPL in
respect of its profits or activities or operation or assets with effect from the
Appointed Date, the same be deemed to be the corresponding item paid by
MHEPL, and shall in all proceedings be dealt with accordingly.
29.2 Any refund under the tax laws due to Jaipur Unit of MHJPL consequent to
the assessment made on Jaipur Unit of MHJPL and for which no credit is
taken in accounts as on the date immediately preceding the Appointed Date
shall also belong to and be received by MHEPL.
29.3 MHJPL/MHEPL (as applicable) shall be entitled to revise and file income tax
returns, sales tax / value added tax return, service tax returns, GST returns,
and other returns, and to claim refunds/ credits, pursuant to the provisions
of this Scheme. MHEPL shall be entitled to such tax benefits including the
benefit of brought forward losses or depreciation as admissible under the
provisions of the Income-tax Act, 1961 to the extent applicable, including but
not limited to eligibility to claim deduction for expenses under Section 40(a)
and/ or 43B of the Income-tax Act, 1961, of Jaipur Unit of MHJPL from the
taxable profits of MHEPL with effect from the Appointed Date. Further, all
existing and future benefits/ claim/ relief under the provisions of Income-
tax Act, 1961 shall be available to MHEPL in the same manner and to the
6363
extent as those were available otherwise to Jaipur Unit of MHJPL upon
fulfilment of the prescribed conditions. MHEPL shall continue to enjoy the
tax benefits and concessions provided to Jaipur Unit of MHJPL by the
concerned authorities.
29.4 Any refund/ credit/ claim benefits/ incentives under any tax laws due to
Jaipur Unit of MHJPL (including but not limited to advance tax, self-
assessment tax, regular assessment tax, service tax, CENVAT, minimum
alternative tax, value added tax, central sales tax, GST, etc.) shall belong to
and be received by MHEPL. Without prejudice to the generality of the
aforesaid provision, all the benefits under the various incentive Schemes and
policies that Jaipur Unit of MHJPL is entitled to, in relation to their operation,
shall upon the Scheme becoming effective and with effect from the Appointed
Date be transferred to and vested in MHEPL and all the benefits, entitlements
and incentives of any nature whatsoever, including minimum alternate tax
credit entitlement, shall be claimed by MHEPL and these shall relate back to
the Appointed Date as if MHEPL was originally entitled to all benefits under
such incentives schemes and/ or policies.
29.5 MHEPL shall be deemed to be authorised under this Scheme to execute any
pleadings, submissions, applications, forms, etc., as are required to remove
any difficulties and carry out any formalities or compliance as are necessary
for the implementation of this Scheme.
30. CONSIDERATION
30.1 The entire share capital of MHJPL is held by MHEPL and its nominees. i.e.
MHJPL is a wholly-owned subsidiary of MHEPL. Upon the Scheme
becoming effective, no shares of MHEPL shall be allotted in lieu or exchange
for the demerger of Jaipur Unit of MHJPL, as the entire share capital of
MHJPL is held by MHEPL.
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31. ACCOUNTING TREATMENT IN THE BOOKS OF MHEPL
31.1 Upon the Scheme becoming effective, MHEPL shall, record all the assets and
liabilities pertaining to the Jaipur Unit of MHJPL vested in it pursuant to this
Scheme, at their respective book values as at the close of the business as on
the day immediately preceding the Appointed Date.
31.2 The excess or deficit of the value of Net Assets of Jaipur Unit of MHJPL
recorded by MHEPL will be adjusted in accordance with the “Pooling of
Interest Method” as prescribed under Appendix C of Ind AS 103 “Business
Combinations” prescribed under the Act.
Explanation:
“Net Assets” shall be computed as the book value of the assets of MHJPL
pertaining to the Jaipur Unit transferred to MHEPL less the book value of the
liabilities pertaining to Jaipur Unit transferred to MHEPL.
31.3 In case of any differences in accounting policies between MHJPL and
MHEPL, the accounting policies followed by MHEPL shall prevail to ensure
that the financial statements reflect the financial position on the basis of
consistent accounting policies.
32. ACCOUNTING TREATMENT IN THE BOOKS OF MHJPL
32.1 Upon the Scheme becoming effective, the excess or deficit of the value of Net
Assets of Jaipur Unit of MHJPL transferred to MHEPL pursuant to the
Scheme will be adjusted in accordance with the “Pooling of Interest Method”
as prescribed under Appendix C of Ind AS 103 “Business Combinations”
prescribed under the Act.
32.2 If the adjustment as detailed in clause 32.1 of this Scheme results in surplus,
then such surplus shall be adjusted against the Retained Earnings Profit and
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Loss Account (to the extent of debit balance) as appearing in the Balance Sheet
of MHJPL as on Appointed Date.
33. TRANSACTIONS BETWEEN APPOINTED DATE AND EFFECTIVE
DATE
During the period from the Appointed Date to the Effective Date:
33.1 MHJPL shall carry on and be deemed to have carried on its respective
business and activities and shall be deemed to have held and stood possessed
of and shall hold and stand possessed of Jaipur Unit for and on account of
and in trust for MHEPL.
33.2 MHJPL shall carry on its respective business and activities in the ordinary
course of business of Jaipur Unit with reasonable diligence and business
prudence.
33.3 All the profits or income accruing or arising to MHJPL pertaining to Jaipur
Unit or expenditure or losses incurred or arising to MHJPL pertaining to
Jaipur Unit, shall for all purposes be treated and deemed to be and accrue as
the profits or income or expenditure or losses (as the case may be) of MHEPL.
33.4 MHEPL shall be entitled, pending the sanction of the Scheme, to apply to the
Central Government and all other Government Authorities/Agencies
concerned as are necessary under any law for such consents, approvals and
sanctions which MHEPL may require to carry on the business of Jaipur Unit
of MHJPL.
34. SAVING OF CONCLUDED TRANSACTIONS
34.1 Subject to the terms of this Scheme, the transfer and vesting Jaipur Unit of
MHJPL under clause 25 of this Scheme shall not affect any transactions or
proceedings already concluded by Jaipur Unit of MHJPL on or from the
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Appointed Date or concluded after the Appointed Date till the Effective Date,
to the end and intent that MHEPL accepts and adopts all acts, deeds and
things made, done and executed by Jaipur Unit of MHJPL as acts, deeds and
things made, done and executed by or on behalf of MHEPL.
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PART F
IND AS IMPACT ON THE SCHEME IN THE BOOKS OF MANIPAL
HEALTH ENTERPRISES PRIVATE LIMITED
35. FIRST TIME ADOPTION OF IND AS
35.1 The Ministry of Corporate Affairs (“MCA”), notified the Companies (Indian
Accounting Standards) Rules 2015 on February 16, 2015 laying down the
roadmap for application of IFRS Converged Standards to Indian companies
other than Banking companies, Insurance companies and Non-Banking
Finance Companies (“NBFCs”). The MCA has notified Ind AS for mandatory
application to companies under 2 Phases:
35.1.1 Phase 1 – Application of Ind AS is mandatory from financial year beginning
on or after April 01, 2016, for the following companies:
35.1.1.1 Companies whose equity or debt securities are listed or are in the
process of being listed on any stock exchange in India or outside
India and having net worth of rupees five hundred crore or more;
35.1.1.2 Companies other than clause 35.1.1.1 and having net worth of rupees
five hundred crore or more;
35.1.1.3 Holding, subsidiary, joint venture or associate companies of
companies covered by clause 35.1.1.1 and 35.1.1.2.
35.1.2 Phase 2 – Application of Ind AS is mandatory from financial year beginning
on or after April 01, 2017, for the following companies
35.1.2.1 Companies whose equity or debt securities are listed or are in the
process of being listed on any stock exchange in India or outside
India and having net worth of less than rupees five hundred crore;
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35.1.2.2 Companies other than those covered in clause 35.1.2.1, that is,
unlisted companies having net worth of rupees two hundred and
fifty crore or more but less than rupees five hundred crore;
35.1.2.3 Holding, subsidiary, joint venture or associate companies of
companies covered by clause 35.1.2.1 and 35.1.2.2.
Explanation:
“Net-worth” of a company is to be computed in accordance with its stand-
alone financial statement as on March 31, 2014 or the first audited financial
statement for accounting period which ends after that date.
35.2 The objective of Ind AS 101 – “First-time Adoption of Indian Accounting
Standards” is to ensure that an entity’s first Ind AS financial statements, and
its interim financial reports for part of the period covered by those financial
statements, contain high quality information that:
(a) is transparent for users and comparable over all periods presented;
(b) provides a suitable starting point for accounting in accordance with Ind
AS; and
(c) can be generated at a cost that does not exceed the benefits.
35.3 Ind AS 101 – First-time Adoption of Indian Accounting Standards para 30
provides that if an entity uses fair value in its opening Ind AS Balance Sheet
as deemed cost for an item of property, plant and equipment, an investment
property or an intangible asset, the entity’s first Ind AS financial statements
shall disclose, for each line item in the opening Ind AS Balance Sheet:
(a) the aggregate of those fair values; and
(b) the aggregate adjustment to the carrying amounts reported under
previous GAAP.
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35.4 Further, clause D5 of Appendix D to Ind AS 101 states as follows “An entity
may elect to measure an item of property, plant and equipment at the date of
transition to Ind AS at its fair value and use that fair value as its deemed cost
at that date”.
35.5 Based on the above, MHEPL proposes to disclose its identified assets as at
April 1, 2015 at their respective fair values on such date as per the relevant
provisions of Ind AS. MHEPL shall record the difference in fair value of such
identified assets against their existing book values and shall recognise gain/
loss directly in retained earnings (as appearing in the Balance Sheet of
MHEPL) as at the date of transition to Ind AS.
35.5.1 The net result of the adjustment in relation to adoption of Ind AS 101 (to the
extent applicable pursuant to clause 35.5 of this Scheme) shall be adjusted
against the balances of the following reserve(s) in the order of priority
detailed below:
35.5.1.1 Debit balance of reserves (if any) created pursuant to giving effect to
Part B, D and E of this Scheme;
35.5.1.2 Debit balance of “Amalgamation Adjustment Reserve” existing in its
books of accounts as at close of business as on the day immediately
preceding the Appointed Date.
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PART G
THE GENERAL TERMS AND CONDITIONS APPLICABLE TO THIS SCHEME
AND OTHER MATTERS CONSEQUENTIAL AND INTEGRALLY
CONNECTED THERETO
36. CONDITIONALITY OF THE SCHEME
36.1 This Scheme is and shall be conditional upon and subject to:
i. The requisite consent, approval or permission of the Central
Government or any Government Authorities, which by law may be
necessary for the implementation of this Scheme;
ii. The approval by the requisite majority of the members / creditors of
MHJPL, MHWPL and MHEPL as may be directed by the Tribunal;
iii. The sanction of the Tribunal being obtained under Sections 230 to 232
read with Section 66 of the Act and other applicable provisions of the
Act, on behalf of MHJPL, MHWPL and MHEPL;
iv. The certified copies of the orders of the Tribunal sanctioning the
Scheme are filed with the Registrar of Companies; and
v. Compliance with such other conditions as may be imposed by the
Tribunal.
37. APPLICATION TO TRIBUNAL
37.1 MHJPL, MHWPL and MHEPL shall, with all reasonable despatch, make and
file applications/ petitions under Sections 230 to 232 of the Act and other
applicable provisions of the Act to the Tribunal for seeking approval of the
Scheme and for such other order as Tribunal may deem fit bringing the
Scheme into effect and all matter ancillary or incidental thereto, within whose
jurisdiction the registered offices of MHJPL, MHWPL and MHEPL are
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situated, for sanctioning the Scheme and for dissolution of MHWPL without
being wound-up.
38. MODIFICATION OR AMENDMENTS TO THE SCHEME
38.1 MHJPL, MHWPL and MHEPL by their respective Board of Directors may
make and / or consent to any modifications / amendments to the Scheme or
to any conditions or limitations that the Tribunal or any other authority may
deem fit to direct or impose or which may otherwise be considered necessary,
desirable or appropriate by them (i.e. the Board of Directors). MHJPL,
MHWPL and MHEPL by their respective Board of Directors shall be
authorised to take all such steps as may be necessary, desirable or proper to
resolve any doubts, difficulties or questions whether by reason of any
directive or order of any authority or otherwise however arising out of or
under or by virtue of the Scheme and/or any matter concerned or connected
therewith.
39. EFFECT OF NON-RECEIPT OF APPROVALS
39.1 In the event any of the approvals or conditions enumerated in the Scheme not
being obtained or complied with, or for any other reason, the Scheme cannot
be implemented, the Board of Directors of MHJPL, MHWPL and MHEPL
shall mutually waive such conditions as they consider appropriate to give
effect, as far as possible, to this Scheme and failing such mutual agreement,
or in case the Scheme is not sanctioned by the Tribunal, the Scheme shall
7272
become null and void and each party shall bear and pay their respective costs,
charges and expenses in connection with the Scheme.
40. TRANSITION OF BANK ACCOUNTS AND PENDING BANK
TRANSACATIONS
40.1 Even after the Scheme becomes effective, MHEPL shall be entitled to operate
all bank accounts of MHWPL and realise all monies and complete and enforce
all pending contracts and transactions in respect of MHWPL in the name of
MHWPL in so far as may be necessary until the transfer of rights and
obligations of MHWPL to MHEPL under this Scheme is formally accepted by
the parties concerned.
41. BOARD RESOLUTIONS OF MHWPL
41.1 Upon the Scheme coming into effect, with effect from the Appointed Date,
the resolutions, if any, of MHWPL, which are valid and subsisting on the
Effective Date, shall continue to be valid and subsisting and be considered as
resolutions of MHEPL. If any such resolutions have any monetary limits
approved as per the provisions of the Act, or any other applicable statutory
provisions, then such limits shall be added to the limits, if any, under like
resolutions passed by MHEPL and shall constitute the aggregate of the said
limits in MHEPL.
42. SEVERABILITY
42.1 If any part of this Scheme is held invalid, ruled illegal/ unenforceable for any
reason whether under present or future laws by the Tribunal, parties or any
other government authorities/ person(s) as applicable under the Act, then it
is the intention of the parties that such part shall be severable from the
remainder of this Scheme and this Scheme shall not be affected thereby,
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unless the deletion of such part shall cause this Scheme to become materially
adverse to any party, in which case the parties shall attempt to bring about a
modification in this Scheme, as will best preserve for the parties the benefits
and obligations of this Scheme, including but not limited to such part.
43. COSTS, CHARGES AND EXPENSES
43.1 All costs, charges, expenses, taxes including duties, levies and all other
expenses, if any arising out of, or incurred in carrying out and implementing
this Scheme and matters incidental thereto, shall be borne by MHEPL.
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Form No. MGT-11 PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CIN: U85110KA2010PTC052540
Name of the company: Manipal Hospitals (Jaipur) Private Limited
Registered office: The Annexe, #98/2, Rustom Bagh, Off HAL Airport Road, Bengaluru – 560 017
Name of Secured Creditor
Address
Amount due
I/We, being secured creditor (s) of the above named company hereby appoint: 1. Name:
Address: E-mail Id: Signature: ……………………., or failing him
2. Name: Address: E-mail Id: Signature: ……………………., or failing him
3. Name: Address: E-mail Id: Signature: …………………….
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the NCLT Convened Meeting of the Company, to be held on Monday, the 21st day of August, 2017 at 2.00 P.M at #98/2, Rustom Bagh, HAL Airport Road, Bengaluru - 560 017 and at any adjournment thereof in respect of such resolutions as are indicated below:
Signed this………….… day of……………………….……… 2017 ………………………………. Signature of Secured Creditor …………………………. Signature of Proxy holder(s)
ITEM Optional
For Against
To approve the arrangement embodied in the Composite Scheme of Arrangement of Manipal Hospitals (Jaipur) Private Limited (“MHJPL”) and Manipal Hospitals (Whitefield) Private Limited (“MHWPL”) and Manipal Health Enterprises Private Limited (“MHEPL”)
Affix Re 1 Revenue Stamp
9797
Notes: 1. Please affix revenue stamp before putting signature. 2. Proxy need not be a Secured Creditor of the Company. 3. All alterations made in the Proxy Form should be initialed. 4. The Proxy (ies), to be effective shall be duly filled, stamped, signed and deposited, not less
than 48 (Forty Eight) hours before the commencement of the meeting at the registered office of Manipal Hospitals (Jaipur) Private Limited, The Annexe, #98/2, Rustom Bagh, Off HAL Airport Road, Bengaluru – 560 017
5. Proxy authorised by a Secured Creditor which is a body corporate should carry the true copy of the Resolution passed by the Board of Directors or other governing body of such body corporate, certified by a Director, Manager, Secretary or other authorised officer of such body corporate, to this effect. Such Resolution should be lodged with the Company at its registered office not later than 48 (Forty Eight) hours before the time scheduled / fixed for the said Meeting.
6. Proxy should carry a valid proof of identity like PAN card, Aadhar card, Driving License, Passport, etc.
7. Appointing a proxy does not prevent a Secured Creditor from attending the meeting in person if he/she so wishes.
8. In case of multiple proxies, the Proxy, later in time shall be accepted. 9. Strike out what is not necessary.
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Manipal Hospitals (Jaipur) Private Limited
Registered office: The Annexe, #98/2, Rustom Bagh, Off HAL Airport Road, Bengaluru – 560 017
CIN: U85110KA2014PTC073085
Telephone Number: +91 80 49360300
Fax Number: +91 80 49360396
Website: www.manipalhospitals.com
Email: [email protected]
ATTENDANCE SLIP
PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE
MEETING HALL ON MONDAY, 21ST DAY OF AUGUST, 2017 AT 2.00 P.M AT #98/2, RUSTOM BAGH,
HAL AIRPORT ROAD, BENGALURU - 560 017.
Name of the Secured Creditor
Address
Amount Due (In INR)
I/ We certify that I/ We am/ are Secured Creditor/ proxy for the Secured Creditor of the Company.
I/ We hereby record my presence at the Secured Creditors meeting of the Company, convened pursuant
to the Order dated July 13, 2017 of the Bengaluru Bench of the National Company Law Tribunal,
Bengaluru, on Monday, 21st day of August, 2017 at 2.00 P.M at #98/2, Rustom Bagh, Hal Airport Road,
Bengaluru - 560 017.
Secured Creditor’s /Proxy’s name in BLOCK letters Signature of Secured Creditor/Proxy
Note: Please fill in the attendance slip and hand it over at the entrance of the Meeting Hall.
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