Rajeswara Rao Vittanala, Member - (1.) The Company Petition bearing CP(CAA) No. 164/230/HDB/2017 is filed by the Petitioner Companies' Under Sections 230 to 232 and other applicable provisions of the Companies Act 2013 by seeking the Tribunal the following reliefs:- a) To sanction the Scheme of Amalgamation between Asian Institute of Gastroenterology Private Limited (Transferee Company) and Sarvejana Institute of Trauma and Orthopedics Private Limited (First Transferor Company), Maxi vision Health Care Private Limited (Second Transferor Company), Rainbow Institute Health Sciences Private Limited (Third Transferor Company) be sanctioned and confirmed by the Tribunal with effect from the appointed date i.e. 01.04.2017, so as to be binding on all the members, employees, creditors of the Petitioner Companies and on the Petitioner Companies. b) That the Petitioners/First, Second and third Transferor Companies be dissolved without going through the process of winding up. c) That the Petitioner Companies do within 30 days after the date of receipt of certified copy of the order(s), cause a certified copy of the order to be filed with the Registrar of Companies at Hyderabad, Telangana and Andhra Pradesh, for registration as specified under Sub-Section 5 of Section 232 of the Companies Act, 2013. d) That the parties to the Scheme of Amalgamation or any other person interested shall be at liberty to apply to this Hon'ble Tribunal, Bench at Hyderabad for any direction that may be necessary with regard to the carrying out the Scheme of Amalgamation, etc.
(2.) Brief facts, leading to the filing of present case, in brief, are as follows: A) In respect of Petitioner/Transferee Company: (a) Asian Institute of Gastroenterology Private Limited, the Transferee Company herein, was incorporated as a Private Limited Company on 20.09.1994, under the provisions of Companies Act, 1956 vide Corporate Identity Number U99999TG1994PTC018352 and having its Registered Office situated at 6-3-661, Somajiguda, Hyderabad, Telangana-500082. (b) As on 31.03.2016, the Authorised Share Capital of the Company is Rs. 23,00,00,000/- (Rupees Twenty Three Crores only) divided into 2,28,55,000 Equity Shares of Rs. 10/- each and 1,45,000 Preference Shares of Rs. 10/- each. The issued, subscribed and paid-up-capital is Rs. 12,57,70,000/- (Rupees Twelve Crores Fifty Seven Lakhs and Seventy Thousand only) divided into 1,25,77,000 Equity Shares of Rs. 10/- each. Subsequent to 31.03.2016, in the month of April, 2016, the Transferee Company issued and allotted 10,00,000 equity shares of Rs. 10/- each at a premium of Rs. 990/- aggregating Rs. 10,00,00,000/- (Rupees Ten Crores only) and consequent upon such issue and allotment of shares, the paid-up-capital of the Transferee Company increased to Rs. 13,57,70,000/- (Rupees Thirteen Crores Fifty Seven Lakhs and Seventy Thousand only). (c) The main objects of Company, as set out in its Memorandum, in brief, are to run, own, mange, administer diagnostic cum theraphic unit for treating patients with gastroenterology diseases mainly through endoscopic Techniques, administer diagnostic Centres, scan centres, nursing homes, hospitals, clinics, dispensaries, maternity homes, child welfare and family planning centres clinical pathological testing laboratories, X-ray and ECG clinics in India and abroad etc. B) In respect of Petitioner/First Transferor Company: (a) Sarvejana Institute of Trauma and Orthopedics Private Limited, the First Transferor Company, was incorporated as a Private Limited Company on 15.04.2009, under the provisions of the Companies Act, 1956 vide Corporate Identity Number U85100TG2009PTC063343. The Registered Office situated at C4, Road No. 12, Film Nagar Phase-II, Jubilee Hills, Hyderabad-500 033. (b) As on 31.03.2016, the Authorised Share Capital of the Company is Rs. 7,00,00,000/- (Rupees Seven Crores only) divided into 10,000 Equity Shares of Rs. 10/- each and 69,90,000 Preference Shares' of Rs. 10/- each. The issued, subscribed and paid-up-capital is Rs. 6,70,65,000/- (Rupees Six Crores Seventy Lakhs and Sixty Five Thousand only) divided into 10,000 Equity Shares of Rs. 10/- each and 66,96,500 - 2% Fully Paid-up Optionally Convertible Cumulative Preference Shares of Rs. 10/- each. (c) The main objects of Company as set out in its Memorandum, in brief, are to carry on business of promoting, owning, running, administering, managing, investing in or establishing multi-specialty modern hospitals, dispensaries, nursing homes, clinics, laboratories, cord blood stem cell banks, pharmacies, maternity homes, child welfare and family planning centers in India and abroad and/or to act as consultants and advisors providing technical know-how, technical and allied services for the establishment, operation and improvement of hospitals, medical centers, nursing homes, clinics, cord blood stem cell banks, maternity homes and laboratories in India and abroad etc. C) In respect of Petitioner/Second Transferor Company: (a) Maxi vision Health Care Private Limited, the Second Transferor Company, was incorporated as a Private Limited Company on 20.04.2009, under the provisions of the Companies Act, 1956 vide Corporate Identity Number U85100TG2009PTC063364. The Registered Office situated at 1-11-252/1A to 1D, Alladin Street, Begumpet, Hyderabad-500016. (b) As on 31.03.2016, the Authorised Share Capital of the Company is Rs. 7,30,00,000/- (Rupees Seven Crores and Thirty Lakhs only) divided into 10,000 Equity Shares of Rs. 10/- each and 72,90,000 - 2% Optionally Convertible Cumulative Preference Shares of Rs. 10/- each. The issued, subscribed and paid-up-capital is Rs. 7,29,85,000/- (Rupees Seven Crores Twenty Nine Lakhs and Eighty Five Thousand only) divided into 10,000 Equity Shares of Rs. 10/- each and 72,88,500 - 2% Fully Paid-up Optionally Convertible Cumulative Preference Shares of Rs. 10/- each. (c) The main objects of Company as set out in its Memorandum, in brief, are to acquire, establish and maintain hospitals for the reception and treatment of persons suffering from illness; or mental defect or for the reception and treatment of persons during convalescence, or of persons requiring medical attention, or rehabilitation and to own, operate, hire, lease, and rent various medical and laboratory establishments including hospitals, clinics and diagnostics centres etc. D) In respect of Petitioner/Third Transferor Company: (a) Rainbow Institute of Health Sciences Private Limited, the Third Transferor Company, was incorporated as a Private Limited Company on 20.04.2009, under the provisions of the Companies Act, 1956 vide Corporate Identity Number U93000TG2009PTC063361. The Registered Office situated at 22, Road No. 10, Banjara Hills, Hyderabad-500 034. (b) As on 31.03.2016, the Authorised Share Capital of the Company is Rs. 6,75,00,000/- (Rupees Six Crores and Seventy Five Lakhs only) divided into 67,50,000 Equity Shares of Rs. 10/- each. The issued, subscribed and paid-up-capital is Rs. 6,65,30,000/- (Rupees Six Crores Sixty Five Lakhs and Thirty Thousand only) divided into 66,53,000 Equity Shares of Rs. 10/- each. (c) The main objects of Company as set out in its Memorandum, in brief, are to carry and to own, establish, run, manage and maintain hospitals, research centres diagnostic centres, blood bank service centres, nursing homes, health centres, rehabilitation centers, clinics, polyclinics, laboratories and to apply or provide utility article and services to patients, attendances and others and to provide aids to medical personnel for research and development, to establish allied health training centres and to act and work as consultant in medical profession in India and abroad etc.
(3.) The Transferee Company is the Promoter of all the Transferor Companies and all the Transferor Companies are the Wholly Owned Subsidiary Companies of the Transferee Company.;