Wisdom Wellness Private Limited Vs

The Professional for the Applicant Companies submits that the present scheme is a Scheme of Amalgamation of Wisdom Wellness Private Limited (‘Transferor Company’ or ‘First Applicant Com-pany’) with Roha Investment Managers Private Limited (‘Trans-feree Company’ or ‘Second Applicant Company’) and their Re-spective Shareholders (‘Scheme’) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and rules & regulations framed thereunder (“Scheme”).

The Professional for the Applicant Companies submits that the First Applicant Company was incorporated with its main objects to engage in the business of operating and managing Hospitals or related activities or invest in medical and health care sector.

The Professional for the Applicant Companies submits that the Second Applicant Company was incorporated with the main ob-jects to carry on the business as Investment Managers and do ven-ture funding to the startups.

The Professional for the Applicant Companies submits that the proposed Scheme will be beneficial to the Applicant Companies, their respective shareholders, creditors, employees and other stakeholders. The rationale for the Scheme is as follows:

(a) Simplification and rationalisation of corporate structure through consolidation;

(b) Elimination of entities leading to reduction in administrative and general overheads;

(c) Synergies arising out of consolidation of resources which will lead to efficiency in operations and other functions related to the businesses of the Companies;

(d) Business and administrative synergies;

(e) Avoid duplication of efforts; and

(f) Reduction in multiplicity of legal and regulatory compliances, reduction

(g)in overheads, including administrative, managerial and other administrative costs.

The Professional for the Applicant Companies further submits that, in consideration of transfer and vesting of the business of the Transferor Company into the Transferee Company in accordance with this Scheme, the Transferee Company shall issue and allot to every shareholder of the Transferor Company, holding fully paid up shares in the Transferor Company and whose names appear in the register of members of the Transferor Company on the Record Date such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of the Transferee Company in the following manner:

“46,908 (Forty-Six Thousand Nine Hundred and Eight) Non-Convert-ible Redeemable Preference Shares (“NCRPS”) of the Face Value of Rs.10/- each, fully paid-up of the Transferee Company to be issued for every 1,000 (One Thousand) Equity Shares of the Face Value of Rs. 10/- each, fully paid-up of the Transferor Company.”

The Professional for the Applicant Companies submits that the Board of Directors of the First Applicant Company and the Second Applicant Company vide their resolution dated 4th December 2023 approved the Scheme of Amalgamation of Wisdom Wellness Pri-vate Limited with Roha Investment Managers Private Limited and their Respective Shareholders. The Appointed Date for the purpose of amalgamation of First Applicant Company with the Second Ap-plicant Company means 1st April 2024 or such other date as may be fixed or approved by the Hon’ble NCLT and which is acceptable to the Board of Directors of the Transferor Company and the Transferee Company.

That there are 7 (Seven) Equity Shareholders holding 10,00,000 Equity Shares of Rs. 10/- each having total value of Rs. 1,00,00,000 in the First Applicant Company and that the First Ap-plicant Company having procured the consent affidavits from all the Equity Shareholders which are annexed as Annexure “G2” (Colly.) (Page Nos. 193-220) to the Company Scheme Application.

That there are 2 (Two) Equity Shareholders holding 10,000 Eq-uity Shares of Rs. 10/- each having total value of Rs. 1,00,000/-in the Second Applicant Company and that the Second Applicant Company having procured the consent affidavits from both the Equity Shareholders which are annexed as Annexure “H2” (Colly.) (Page Nos. 223-230) to the Company Scheme Application.

In view of the fact that all the Equity Shareholders of the respective Applicant Companies have given their consent affidavits to the Scheme, the meetings of the Equity Shareholders of the Applicant Companies are hereby dispensed with.

In view of the fact that the Applicant Companies does not have Preference Shareholders, the question of holding and convening the meetings of the Preference Shareholders of the Applicant Compa-nies does not arise.

The Professional for the Applicant Companies submits that as on 30th September 2023, there are no Secured Creditors in the First Applicant Company and Second Applicant Company. Therefore, the question of holding the meeting or sending notices to the Se-cured Creditors of the First Applicant Company and Second Ap-plicant Company does not arise. The certificate of the Chartered Accountant certifying No Secured Creditors of the First Applicant Company and the Second Applicant Company as on 30th Septem-ber 2023 is annexed as Annexure ‘I1’ (Page Nos. 231) and An-nexure ‘I2’ (Page Nos. 232) to the Company Scheme Application.

The Professional for the Applicant Companies submits that as on 30th September 2023, there is 1 (One) Unsecured Creditors for the First Applicant Company amounting to INR 2,27,950/- (Indian Rupees Two Lakhs Twenty-Seven Thousand Nine Hundred and Fifty Only ) and that the First Applicant Company has procured consent affidavits from 100% in value of the Unsecured Credi-tors are annexed as Annexure “K1” (Pages Nos. 235-238) to the Company Scheme Application.

The Professional for the Applicant Companies submits that as on 30th September 2023, there are 2 (Two) unsecured creditors for the Second Applicant Company amounting to INR 8,63,59,100/-(Indian Rupees Eight Crores Sixty-Three Lakhs Fifty-Nine Thou-sand One Hundred Only) and that the Second Applicant Company has procured consent affidavits from 100% in value of the Un-secured Creditors in value which are annexed as Annexures “M1” and “M2” (Pages Nos. 241-248) to the Company Scheme Appli-cation.

The Professional for the Applicant Companies further submits that the present Scheme is an arrangement between the Applicant Companies and their shareholders as contemplated under section 230(1)(b) of the Companies Act, 2013 as there is no compromise or arrangement with creditors as no sacrifice is called for. The rights of the creditors are not affected as all the creditors would be paid off in the ordinary course of business. The assets of the Sec-ond Applicant Company will be sufficient to discharge the claims and further, proposed Scheme also does not involve any compro-mise or arrangement with any Unsecured Creditors of the Appli-cant Companies. In view of the fact that 100% in value of the Un-secured Creditors of the First Applicant Company and the Second Applicant Company have given their consent affidavits, the meet-ing of the Unsecured Creditors of the First Applicant Company and the Second Applicant Company is hereby dispensed with.

In the view of the above facts submitted by the Professional for the Applicant Companies, the meeting of the Equity Shareholders, Se-cured Creditors and Unsecured Creditors of the Applicant Compa-nies are hereby dispensed with.

The Professional for the Applicant Companies further clarifies that the Applicant Companies will file petition and comply with the pro-vision of service of notices upon all the regulatory authorities.

The First Applicant Company is directed to serve notices of present Application along with its enclosures upon:- (i) concerned Income Tax Authority within whose jurisdiction the First Applicant Com-pany is assessed to tax, bearing PAN AACW9077C to ITO 15(3)(1), Aayakar Bhawan, Mumbai; email: [email protected] and Nodal Officer of Income Tax Department i.e. Pr. Chief Commissioner of Income Tax, 3rd Floor, Aaykar Bhawan, Maharishi Karve Road, Mumbai – 400 020, e-mail: [email protected]; (ii) the Central Government through the office of Regional Director, Western Region, Ministry of Corpo-rate Affairs, Mumbai; (iii) concerned Registrar of Companies, Ma-harashtra at Mumbai; (iv) Official Liquidator, Bombay High Court; and (v) concerned GST Authority within whose jurisdiction the First Applicant Company is assessed to GST, pursuant to Section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Com-panies (Compromises, Arrangements and Amalgamations) Rules, 2016 with a direction that they may, if they so wish, submit their representations, if any, within a period of thirty days (30) from the date of receipt of such notice to the Tribunal with copy of such representations shall simultaneously be served upon the First Ap-plicant Company failing which, it shall be presumed that the au-thorities have no representations to make on the proposed Scheme.

The Second Applicant Company is directed to serve notices of pre-sent Application along with its enclosures upon:- (i) concerned In-come Tax Authority within whose jurisdiction the Second Appli-cant Company is assessed to tax, bearing PAN AAKCR6406N to ITO Ward 11(1)(1), Aayakar Bhavan, Mumbai email: [email protected] and Nodal Officer of Income Tax Department i.e. Pr. Chief Commissioner of Income Tax, 3rd Floor, Aaykar Bhawan, Maharishi Karve Road, Mumbai – 400 020, e-mail: [email protected]; (ii) the Central Govern-ment through the office of Regional Director, Western Region, Min-istry of Corporate Affairs, Mumbai; (iii) concerned Registrar of Companies, Maharashtra at Mumbai; and (iv) concerned GST Au-thority within whose jurisdiction the Second Applicant Company is assessed to GST, pursuant to Section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Ar-rangements and Amalgamations) Rules, 2016 with a direction that they may, if they so wish, submit their representations, if any, within a period of thirty days (30) from the date of receipt of such notice to the Tribunal with copy of such representations shall sim-ultaneously be served upon the Second Applicant Company failing which, it shall be presumed that the authorities have no represen-tations to make on the proposed Scheme.

The Professional for the Applicant Companies further clarifies that the Applicant Companies will file Company Scheme Petition and comply with the provision of service of notices upon all the regu-latory authorities.

That the Applicant Companies to file an Affidavit of Service of the directions given by the Tribunal in the Registry for service of notice to the regulatory authorities as stated above and do report to this Tribunal that the directions regarding the issue of notices have been duly complied with.

Accordingly, C.A.(CAA) / 17 (MB) / 2024 is allowed.