The National Company Law Tribunal (NCLT) has approved the scheme of merger by absorption between Hinduja Group’s unlisted entities Hinduja Realty Ventures Ltd and Hinduja Healthcare Ltd. The order, delivered on March 28, comes as a key development in the corporate restructuring plans of Hinduja Group.
Under the scheme of merger, Hinduja Healthcare, engaged in healthcare services, will be amalgamated into Hinduja Realty Ventures that focuses on real estate development. The merger aims to consolidate the businesses of both companies under one entity to streamline operations and enhance overall efficiency.
The merger involves issuing equity shares of Hinduja Realty Ventures to the shareholders of Hinduja Healthcare. The ratio for issuing shares is specified as 29.3576 equity shares of Hinduja Realty Ventures for every 10,000 equity shares of Hinduja Healthcare. However, the NCLT has directed that no consideration will be paid for shares already held by Hinduja Realty Ventures.
The tribunal’s order outlines various aspects of the merger, including the treatment of inter-company transactions and creditor arrangements. The merger scheme specifies that all outstanding inter-party transactions between both the companies will be treated as intra-party transactions from the appointed date, leading to the automatic extinguishment of any obligations.
Regarding creditors, the order confirms the details of secured and unsecured creditors as of March 15. It directs the companies to convene meetings with creditors or obtain consent affidavits as required by law.
Additionally, notices and copies of the scheme are to be served to relevant authorities, including income tax authorities, central government offices and sectoral regulators, allowing them a 30-day period to submit representations.
The tribunal’s decision follows scrutiny of the merger scheme, ensuring compliance with legal provisions and regulatory requirements. Upon the companies’ compliance with all directives, the tribunal allowed the application and considered it disposed of, marking a significant step forward in the merger process.
ET’s email query to Hinduja Group remained unanswered until the time of going to press.
The scheme’s rationale, as outlined in the tribunal’s order, emphasises the benefits of the merger for stakeholders. It underscores increased competitiveness, cost reduction and operational efficiencies resulting from the consolidation of business operations. Furthermore, the scheme is expected to streamline management control and system, leading to enhanced corporate governance.
In the backdrop of the order, meetings of equity shareholders of both the companies are scheduled for May 20 to consider and approve the merger scheme.
The tribunal’s approval of the merger scheme reflects a positive outlook for the growth and development of the merged entity.
