R.P. Nagrath, Member - (1.) This application has been jointly filed by the Demerged Company, the Amalgamating Company and the Resulting Company/Amalgamated Company (i.e. the Petitioner/Applicant Companies herein), under Sections 230-232 of the Companies Act, 2013 read with Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Rule 11 of the National Company Law Tribunal Rules, 2016, duly supported by the affidavits of the Petitioner/Applicant Companies, for seeking appropriate orders/directions for convening, holding and conducting of the respective meetings of shareholders and unsecured creditors of the Demerged Company, the Amalgamating Company and the Resulting Company/Amalgamated Company, and for dispensing with the respective meetings of secured creditors of the Demerged Company, the Amalgamating Company and the Resulting Company/Amalgamated Company, in connection with the proposed composite Scheme of Arrangement and Amalgamation (hereinafter referred to as the "Scheme") between Fortis Healthcare Limited, i.e. the Demerged Company (hereinafter referred to as "FHL"), SRL Limited, i.e. the Amalgamating Company (hereinafter referred to as "SRL") and Fortis Malar Hospitals Limited, i.e. the Resulting Company/Amalgamated Company (hereinafter referred to as "FMHL") (Annexure P-1 to the Application).
(2.) The learned counsel for the petitioner represents that the Scheme provides for the following: "(i) the transfer of the Transferred Undertaking (as defined in the Scheme), as a going concern, by way of slump sale, from FMHL to FHL, in lieu of payment of Consideration (as defined in the Scheme) by FHL to FMHL ("Business Transfer"), (ii) the transfer by way of a demerger of the Demerged Undertaking (as defined in the Scheme) of FHL to FMHL, and consequent issue of equity shares by FMHL to shareholders of FHL ("Demerger"); (iii) the amalgamation of SRL with FMHL and dissolution of SRL without winding up and the consequent issue of equity shares by FMHL to the shareholders of SRL and the cancellation of equity shares of SRL held by FMHL ("Amalgamation"); and (iv) various other matters consequential or otherwise integrally connected therewith, including the reduction of the securities premium account of FHL and the reorganization of the share capital of FMHL."
(3.) It is represented by learned counsel for the petitioners that the registered office of all the three applicant companies is situated at Fortis Hospital, Sector-62, Phase VIII, Mohali and therefore, this Tribunal has the territorial jurisdiction to entertain and dispose of the instant petition. The certificates of incorporation of all the applicant companies are attached to the application as Annexure P-2, P-12 and P-21 respectively. The learned counsel for the applicant companies would further contend that FHL is primarily engaged in providing integrated healthcare delivery services such as healthcare, diagnostics and its business include that of managing and operating a network of multi-specialty hospitals and providing preventive healthcare and diagnostics services, including pathology and radiology. The diagnostic services business owned and carried on by FHL, including that housed in SRL is hereinafter referred to as the "Diagnostics Business".;