Hinduja Group Gets NCLT Nod for Healthcare & Realty Merger

3 Apr 2024 , 12:16 PM

The plan for the merger by absorption of Hinduja Realty Ventures Ltd. and Hinduja Healthcare Ltd., the unlisted companies of the Hinduja Group, has been authorized by the National Company Law Tribunal (NCLT). The order, which was delivered on March 28, is a significant step forward for Hinduja Group’s organizational reorganization objectives.

As part of the merger plan, Hinduja Healthcare, which provides healthcare services, would combine with Hinduja Realty Ventures, which specializes in real estate development. The purpose of the merger is to combine the operations of the two companies into a single, more efficient business.

The shareholders of Hinduja Healthcare will get equity shares in Hinduja Realty Ventures as part of the merger. For every 10,000 equity shares of Hinduja Healthcare, the ratio for issuing shares is 29.3576 equity shares of Hinduja Realty Ventures. Nonetheless, the NCLT has mandated that Hinduja Realty Ventures not receive any compensation for any shares that it now owns.

The consideration of inter-company transactions and creditor arrangements are among the many facets of the merger that are outlined in the tribunal’s judgment. According to the merger plan, any pending inter-party transactions involving the two companies will be regarded as intra-party transactions as of the designated date, automatically terminating any outstanding debts.

In terms of creditors, the order verifies the information as of March 15 regarding secured and unsecured debtors. It instructs the corporations to call creditors’ meetings or secure consent affidavits as mandated by law.

Furthermore, copies and notices of the scheme must be delivered to all pertinent authorities, such as sectoral regulators, central government offices, and income tax authorities, giving them a 30-day window in which to provide comments.

The tribunal’s ruling comes after the merger plan was examined to make sure it complied with all applicable laws and regulations. An important step forward in the merger procedure was made when the tribunal granted the application and deemed it disposed of after the corporations complied with all orders.

The logic of the plan, as stated in the tribunal’s ruling, highlights the advantages of the combination for all parties involved. It emphasizes how the consolidation of company operations has led to enhanced competitiveness, cost savings, and operational efficiencies. In addition, it is anticipated that the plan will simplify management oversight and procedures, resulting in improved corporate governance.

Meetings of the equity shareholders of the two firms are planned on May 20 to discuss and approve the merger scheme against the backdrop of the order.

The merger scheme’s acceptance by the tribunal bodes well for the combined entity’s future expansion and advancement.

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