NCLT Green Lights Merger of Hinduja Group's Realty and Healthcare Units

The National Company Law Tribunal (NCLT) has given its approval to the scheme of merger by absorption between Hinduja Group's unlisted entities Hinduja Realty Ventures Ltd and Hinduja Healthcare Ltd. This decision, delivered on March 28, marks a significant milestone in Hinduja Group's corporate restructuring efforts.

The merger plan entails the amalgamation of Hinduja Healthcare, which operates in the healthcare services sector, into Hinduja Realty Ventures, primarily involved in real estate development. The objective behind this merger is to consolidate the operations of both entities into a single entity, thereby streamlining processes and improving overall efficiency.

As per the merger scheme, shareholders of Hinduja Healthcare will receive equity shares of Hinduja Realty Ventures. The exchange ratio stipulates that for every 10,000 equity shares of Hinduja Healthcare, shareholders will be entitled to receive 29.3576 equity shares of Hinduja Realty Ventures. However, the NCLT has directed that no consideration will be paid for shares already held by Hinduja Realty Ventures.

The NCLT's order addresses various aspects of the merger, including the treatment of inter-company transactions and creditor arrangements. It specifies that all outstanding transactions between the two companies will be treated as internal transactions from the appointed date, resulting in the automatic settlement of any outstanding obligations.

With regards to creditors, the order outlines the details of secured and unsecured creditors as of March 15. The companies are instructed to hold meetings with creditors or obtain consent affidavits as required by law.

Furthermore, notices and copies of the merger scheme are to be served to relevant authorities, such as income tax authorities, central government offices, and sectoral regulators. These entities will have a 30-day period to submit any representations they may have regarding the merger.