Manipal Health Enterprises Private Limited · Telephone Number: +91 80 49360300 Fax Number: +91 80 49360396 Website: ... 10th Floor, #30, Prestige Meridian II, M.G Road, Bengaluru

Manipal Health Enterprises Private Limited

Registered office: The Annexe, #98/2, Rustom Bagh, HAL Airport Road, Bengaluru - 560 017

CIN: U85110KA2010PTC052540

Telephone Number: +91 80 49360300

Fax Number: +91 80 49360396

Website: www.manipalhospitals.com

Email: [email protected]

MEETING OF THE EQUITY SHAREHOLDERS

OF MANIPAL HEALTH ENTERPRISES PRIVATE LIMITED

(To be convened pursuant to Order dated 13th day of July, 2017 passed by the

National Company Law Tribunal, Bench at Bengaluru)

Day : Monday

Date : 21st day of August, 2017

Time : 10.00 A.M

Venue : #98/2, Rustom Bagh, HAL Airport Road, Bengaluru - 560 017

http://www.manipalhospitals.com/

mailto:[email protected]

INDEX

Sl. No Contents Page No.

1. Notice convening the meeting of the Equity Shareholders of

Manipal Health Enterprises Private Limited under the provisions of

Sections 230 and 232 read with Section 66 of the Companies Act,

2013 read with Rule 6 of the Companies (Compromises,

Arrangements and Amalgamations) Rules, 2016

2. Explanatory Statement under Sections 230(3), 232(1) and (2) and 102

of the Companies Act, 2013 read with Rule 6 of the Companies

(Compromises, Arrangements and Amalgamations) Rules, 2016

3. Composite Scheme of Arrangement of Manipal Hospitals (Jaipur) Private

Limited and Manipal Hospitals (Whitefield) Private Limited and

Manipal Health Enterprises Private Limited and their respective

shareholders and creditors (Annexure 1)

4. Copy of the Valuation Report dated January 5, 2017 issued by Parimal

Ram & Pattabhi, Chartered Accountants (Annexure 2)

5. Report adopted by the Board of Directors of Manipal Health Enterprises

Private Limited by circulation on July 18, 2017 pursuant to the provisions of

Section 232(2)(c) of the Companies Act, 2013 (Annexure 3)

6. Unaudited Financial Statement of Manipal Health Enterprises Private

Limited as on March 31, 2017 (Annexure 4)

7. Proxy Form

8. Attendance Slip

9. Route Map to the Meeting Venue

1 - 5

6 - 22

23 - 74

75 - 84

85 - 88

89 - 98

99 - 100

101 - 102

103

FORM NO. CAA2

[Pursuant to Section 230(3) and Rule 6]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENGALURU BENCH AT BENGALURU

ORIGINAL JURISDICTION

IN THE MATTER OF COMPANIES ACT, 2013

AND

IN THE MATTER OF SECTIONS 230 AND 232 READ WITH SECTIONS 66 OF THE COMPANIES

ACT, 2013 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF MANIPAL HEALTH ENTERPRISES PRIVATE LIMITED

AND

IN THE MATTER OF THE COMPOSITE SCHEME OF ARRANGEMENT OF MANIPAL HOSPITALS

(JAIPUR) PRIVATE LIMITED AND MANIPAL HOSPITALS (WHITEFIELD) PRIVATE LIMITED AND

MANIPAL HEALTH ENTERPRISES PRIVATE LIMITED AND THEIR RESPECTIVE

SHAREHOLDERS AND CREDITORS

CA (CAA) NO. 35/BB OF 2017

MANIPAL HEALTH ENTERPRISES PRIVATE LIMITED Registered office: The Annexe, #98/2, Rustom Bagh, HAL Airport Road, Bengaluru - 560 017 … APPLICANT COMPANY

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF MANIPAL HEALTH

ENTERPRISES PRIVATE LIMITED PURSUANT TO THE ORDER DATED JULY 13, 2017 BY THE

NATIONAL COMPANY LAW TRIBUNAL

To,

The Equity Shareholders of Manipal Health Enterprises Private Limited,

Notice is hereby given that pursuant to the order dated 13th day of July 2017, in the above

mentioned Company Application, the Hon’ble National Company Law Tribunal, Bench at

Bengaluru (“Tribunal”), has directed separate meetings to be held of Equity Shareholders,

Secured Creditors and Unsecured Creditors of Manipal Health Enterprises Private Limited for the

purpose of considering, and if thought fit, approving with or without modification the Composite

Scheme of Arrangement of Manipal Hospitals (Jaipur) Private Limited (“MHJPL”) and Manipal

Hospitals (Whitefield) Private Limited (“MHWPL”) and Manipal Health Enterprises Private Limited

(“MHEPL” or “Company”) and their respective shareholders and creditors under Sections 230 to

232 read with Section 66 of the Companies Act, 2013 and other applicable provisions of the

Companies Act, 2013.

1

In pursuance of the said order and as directed therein, further notice is hereby given that a

meeting of the Equity Shareholders of the Company will be held at #98/2, Rustom Bagh, HAL

Airport Road, Bengaluru - 560 017 on Monday, the 21st day of August 2017 at 10.00 A.M at which

time and place the said members are requested to attend.

At the said meeting, the following resolution will be considered and if thought fit, be approved with

the requisite majority:

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 read with Section 66 of the

Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, to the extent

applicable and enabling provisions of the Memorandum of Association and Articles of Association

of the Company and subject to the sanction of the Tribunal and approvals from regulatory

authorities, if any and subject to all such other approvals, permissions and sanctions, as may be

necessary and subject to such conditions and modifications as may be prescribed or imposed by

any of them while granting such approvals, permissions and sanctions, which may be agreed to by

the Board of Directors of the Company, the arrangement embodied in the Composite Scheme of

Arrangement of Manipal Hospitals (Jaipur) Private Limited and Manipal Hospitals (Whitefield)

Private Limited and Manipal Health Enterprises Private Limited and their respective shareholders

and creditors under Sections 230 to 232 read with Section 66 of the Companies Act, 2013 and

other applicable provisions of the Companies Act, 2013, placed before this meeting and initialed

by the Chairman of the meeting for the purpose of identification, be and is hereby approved.

RESOLVED FURTHER THAT the Board; Mr. Sameer Agarwal, Chief Financial Officer;

Ms. Khadija Vahora, Company Secretary; Mr. Pratik Gupta, DGM Corporate Finance and

Mr. Ramesh Iyer, Financial Controller of the Company, be and are hereby jointly and/ or severally

authorised to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem

requisite, desirable, appropriate or necessary to give effect to this resolution and effectively

implement the arrangement embodied in the Scheme and to accept such modifications,

amendments, limitations and/or conditions, if any, which may be required and/or imposed by the

Tribunal while sanctioning the arrangement embodied in the Scheme or by any authorities under

law, or as may be required for the purpose of resolving any questions or doubts or difficulties that

may arise in giving effect to the Scheme, as the Board may deem fit and proper.”

Copies of the Scheme and the Explanatory Statement under Sections 230(3), 232(1) and (2) and

102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements

and Amalgamations) Rules, 2016, along with the enclosures as indicated in the aforesaid Index

can be obtained free of charge at the registered office of the Company at The Annexe, #98/2,

Rustom Bagh, HAL Airport Road, Bengaluru – 560 017 or at the office of its advocates,

M/s SPJ Legal, Advocates, Unit No: 1002, 10th Floor, #30, Prestige Meridian II, M.G Road,

Bengaluru - 560 001. Persons entitled to attend and vote at the meeting, may vote in person or by

2

proxy, provided that all proxies in the prescribed form are deposited at the registered office of

the Company at The Annexe, #98/2, Rustom Bagh, HAL Airport Road, Bengaluru - 560 017 not

later than 48 (Forty Eight) hours before the meeting.

The Form of Proxy can be obtained from the registered office of the Company or can be downloaded

from the website www.manipalhospitals.com.

The Tribunal has appointed Dr. H. Sudarshan Ballal, Director of the Applicant Company, failing him

Dr. Ajay Bakshi, Director of the Applicant Company, failing him Dr. Ranjan Pai, Director of the

Applicant Company, as the Chairman of the said meeting, including for any adjournment or adjournments

thereof.

The Scheme, if approved in the aforesaid meeting, will be subject to the subsequent approval of the

Tribunal.

A copy of the Explanatory Statement, under Sections 230(3), 232(1) and (2) and 102 of the

Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and

Amalgamations) Rules, 2016, the Scheme and the other enclosures as indicated in the aforesaid Index

are enclosed.

By order of the National Company Law Tribunal

Dated this 19th day of July 2017 Sd/-

Dr. Ajay Bakshi

Chairman appointed for the meeting

Notes:

1. Only a registered equity shareholder is entitled to attend and vote at the meeting. A

REGISTERED EQUITY SHAREHOLDER IS ENTITLED TO APPOINT A PROXY TO ATTEND

AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE

COMPANY. All alterations made in the Proxy Form should be initialed. The instrument appointing

proxy must be deposited at the registered office of the Company not less than 48 (Forty Eight)

hours before the scheduled time for commencement of the Meeting.

2. As per Section 105 of the Companies Act, 2013 and rules made there under, a person can act as

a proxy on behalf of members not exceeding 50 (Fifty) and holding in the aggregate not more than

10 (Ten) percent of the total share capital of the Company carrying voting rights. Further, a

member holding more than 10 (Ten) percent of the total share capital of the Company may

appoint a single person as proxy and such person shall not act as proxy for any other person or

Shareholder.

3


3. Only registered Equity Shareholders of the Company may attend and vote [either in person or by

proxy or in the case of a body corporate, by a representative authorised under Section 113 of the

Companies Act, 2013] at the meeting of the Equity Shareholders of the Company. The authorised

representative of a body corporate which is a registered Equity Shareholder of the Company may

attend and vote at the meeting of the Equity Shareholders of the Company provided a certified true

copy of the resolution of the board of directors or other governing body of the body corporate

authorizing such representative to attend and vote at the meeting of the Equity Shareholders of the

Company is deposited at the registered office of the Company not later than 48 (Forty Eight) hours

before the scheduled time of the commencement of the meeting. The Proxy Form can be obtained

free of charge at the registered office of the Company or can be downloaded from the website

www.manipalhospitals.com.

4. During the period beginning 24 (Twenty Four) hours before the time fixed for the commencement

of the meeting and ending with the conclusion of the meeting, a shareholder would be entitled to

inspect the proxies lodged at any time during the business hours of the Company, provided that not

less than 3 (Three) days of notice in writing is given to the Company.

5. The quorum of the meeting of the Equity Shareholders of the Company shall be 3 (Three)

Equity Shareholders of the Company, present in person/ proxy.

6. The Equity Shareholder whose name is recorded in the Register of Members maintained by the

Company as on February 28, 2017 shall be entitled to vote in the said meeting either in person or

through proxy.

7. Registered Equity Shareholders are informed that in case of joint holders attending the meeting,

only such joint holder whose name stands first in the Register of Members of the Company, will be

entitled to vote.

8. A registered Equity Shareholder or his proxy, attending the meeting, is requested to bring the

Attendance Slip duly completed and signed.

9. The Notice together with the documents accompanying the same, is being sent to all the Equity

Shareholders (whose names appear in the Register of Members as on February 28, 2017),

either by registered or speed post, courier, air mail, email or by hand delivery. The Notice will

also be displayed on the website www.manipalhospitals.com.

10. The Notice convening the meeting will be published through advertisement in “The Hindu” in English

language and translation thereof in “Udayavani” in Kannada language (i.e., Karnataka and

Bengaluru Edition respectively).

11. Mr. Pattabhi has been appointed by the Tribunal as the Scrutinizer for conducting the voting

process in a fair and transparent manner.

12. The Scrutinizer shall, after the conclusion of voting at the said meeting, count the votes cast at the

meeting and shall make no later than 1 (One) day of the conclusion of the meeting a Scrutinizer’s

Report of the total votes cast in favour or against and invalid votes if any, and forward the same to

the Chairman of the meeting, who shall countersign the same and declare the result of the voting

forthwith.

13. The results declared along with the Scrutinizer’s report, will be posted on the website

www.manipalhospitals.com and will be displayed on the Notice Board of the Company at its

registered office immediately after the declaration of the result by the Chairman.

14. The documents referred to in the accompanying Explanatory Statement shall be open for

inspection by the Equity Shareholders at the registered office of the Company between

10.00 A.M. to 6.00 P.M. up to the date of the meeting on all days (except Saturday, Sunday and

public holidays).

Encl.: As above

5


FORM NO. CAA2

[Pursuant to Section 230(3) and Rule 6]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENGALURU BENCH AT BENGALURU

ORIGINAL JURISDICTION

IN THE MATTER OF COMPANIES ACT, 2013

AND

IN THE MATTER OF SECTIONS 230 AND 232 READ WITH SECTIONS 66 OF THE COMPANIES

ACT, 2013 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF MANIPAL HEALTH ENTERPRISES PRIVATE LIMITED

AND

IN THE MATTER OF THE COMPOSITE SCHEME OF ARRANGEMENT OF MANIPAL HOSPITALS

(JAIPUR) PRIVATE LIMITED AND MANIPAL HOSPITALS (WHITEFIELD) PRIVATE LIMITED AND

MANIPAL HEALTH ENTERPRISES PRIVATE LIMITED AND THEIR RESPECTIVE

SHAREHOLDERS AND CREDITORS

CA (CAA) NO. 35/BB OF 2017

MANIPAL HEALTH ENTERPRISES PRIVATE LIMITED Registered office: The Annexe, #98/2, Rustom Bagh, HAL Airport Road, Bengaluru - 560 017 … APPLICANT COMPANY

EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(1) AND (2) AND 102 OF THE

COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES,

ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

1. Pursuant to the order dated 13th day of July, 2017 passed by the Hon’ble National Company Law

Tribunal, Bench at Bengaluru (“Tribunal”) in the Company Application No CA (CAA) NO.

35/BB of 2017, meeting of Equity Shareholders of Manipal Health Enterprises Private Limited,

is directed to be convened at #98/2, Rustom Bagh, HAL Airport Road, Bengaluru - 560 017 on

Monday, the 21st day of August, 2017 at 10.00 A.M for the purpose of considering and, if thought

fit, approving with or without modification(s), the Composite Scheme of Arrangement of

Manipal Hospitals (Jaipur) Private Limited (“MHJPL”) and Manipal Hospitals (Whitefield) Private

Limited (“MHWPL”) and Manipal Health Enterprises Private Limited (“MHEPL” or “Company”)

and their respective shareholders and creditors under Sections 230 to 232 read with Section 66 of

the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013

(“Scheme”).

2. Notice of the said meeting together with the copy of the Scheme is sent herewith. This statement

explaining the terms of the Scheme is being furnished as required under section 230(3) of the

Companies Act, 2013.

6

3. Details of the Scheme as required under Rule 6 of Companies (Compromises, Arrangements and

Amalgamations) Rules, 2016.

(i) Details of the Order of the Tribunal directing the calling, convening and conducting of the meeting

of the Equity Shareholders:

(a) Date of the Order: 13th day of July, 2017

(b) Date, time and venue of the meeting:

i. Date: 21st day of August, 2017

ii. Time: 10.00 A.M.

iii. Venue: #98/2, Rustom Bagh, HAL Airport Road, Bengaluru - 560 017

(ii) Details of the companies involved in the Scheme:

Sl. No

Particulars MHEPL MHJPL MHWPL

(a) Corporate Identification Number (CIN):

U85110KA2010PTC052540 U85110KA2014PTC073085 U85110KA2014PTC073036

(b) Permanent Account Number (PAN):

AAGCM5933R AAJCM0541L AAJCM0498E

(c) Name of the company:


Manipal Hospitals (Jaipur) Private Limited

Manipal Hospitals (Whitefield) Private Limited

(d) Date of incorporation:

February 15, 2010 January 17, 2014 January 13, 2014

(e) Type of the company (whether public or private or one-person company):

Private Limited Company

(f) Registered office address:

The Annexe, #98/2, Rustom Bagh, HAL Airport Road, Bangalore – 560 017, Karnataka, India

The Annexe, #98/2, Rustom Bagh, Off HAL Airport Road, Bengaluru – 560 017, Karnataka, India

The Annexe, No 98/2, Rustombagh, HAL Airport Road, Bangalore – 560 017, Karnataka, India

E-mail: [email protected]

7


(g) Summary of main object as per the memorandum of association and main business

carried on by:

A. MHEPL:

The main objects as per the memorandum of association of MHEPL are:

1. To carry on the business of healthcare services, establishing, promoting and

maintaining hospitals, multi-specialty health hospitals, ICCUs, healthcare centres,

nature care centres, polyclinics, surgical centres, laboratories and research

centres, diagnostic centres, fitness centres, healthcare townships with pathology,

radiology, micro-biology, bio-chemistry, CT scan, ultrasonography and other

modern facilities for treatment, prevention, detection and cure of diseases, ailments

of all kinds in India and abroad.

2. To conduct, research, investigation, studies and surveys in medicine, biology,

anatomy, bio – chemistry, bio – engineering, medico-engineering, dentistry,

pharmacy, pharmacology and to impart education in the above facilities by

operating schools, colleges, clinics, workshops, research centers, etc and to

establish and operate schools, colleges, technical institutions, medical colleges,

dental colleges, veterinary colleges, institutions to impart training in nursing,

physical education, yoga, skin and beauty enhancement, home science, etc and to

design, develop, process, provide, manage, maintain, promote, acquire, purchase,

undertake, improve, equip, initiate, encourage, subsidize and organize and

generally to conduct the business of services for development of special purpose

clinics, including centers such as industrial and of health care its management

utilization of related services, consulting services, paramedic clinics, community

health centers, immunization centers.

3. To design, develop process, provide, manage, maintain, promote, acquire,

purchase, undertake, improve, equip, initiate, encourage, subsidize and organize

and generally to conduct the business of programs and services to educate,

monitor and manage health. And to design, develop, process, provide, manage,

maintain, promote, acquire, purchase, undertake, improve, equip, initiate,

encourage, subsidize and organize and generally to conduct the business of

networks of high quality providers to provide healthcare services and specialty

networks, and professional demand management programs for medical

professionals to receive on demand specific information related to specific

diagnoses and to carry on the business of dealers, manufacturers, importer,

exporter and trader of medicines, medical equipment, anatomical, orthopedic and

8

surgical instruments and appliances of all kinds and to carry on the business of

artificial eye and limb makers, bandage makers, crutch chair and stretcher makers,

carriage makers, chemist and druggists and providers, suppliers for hospitals,

patient care and invalids and to establish, promote or concur in establishing or

promoting any Company or companies in India and / or outside India and / or

outside India for the pursuance of any or all of the business as set out above.

MHEPL is engaged in the business of running/managing hospitals and providing

healthcare services.

B. MHJPL:

The main objects as per the memorandum of association of MHJPL are:


maintaining hospitals, multi-specialty health hospitals, ICCUs, healthcare

centres, nature care centres, polyclinics, surgical centres, laboratories and

research centres, diagnostic centres, fitness centres, healthcare townships with

pathology, radiology, micro-biology, bio-chemistry, CT scan, ultrasonography

and other modern facilities for treatment, prevention, detection and cure of

diseases, ailments of all kinds in India and abroad.







physical education, yoga, skin and beauty enhancement, home science, etc

and to design, develop, process, provide, manage, maintain, promote, acquire,

purchase, undertake, improve, equip, initiate, encourage, subsidize and

organize and generally to conduct the business of services for development of

special purpose clinics, including centers such as industrial and of health care

its management utilization of related services, consulting services, paramedic

clinics, community health centers, immunization centers.



organize and generally to conduct the business of programs and services to

educate, monitor and manage health. And to design, develop, process, provide,

manage, maintain, promote, acquire, purchase, undertake, improve, equip,

9

initiate, encourage, subsidize and organize and generally to conduct the

business of networks of high quality providers to provide healthcare services

and specialty networks, and professional demand management programs for

medical professionals to receive on demand specific information related to

specific diagnoses and to carry on the business of dealers, manufacturers,

importer, exporter and trader of medicines, medical equipment, anatomical,

orthopedic and surgical instruments and appliances of all kinds and to carry on

the business of artificial eye and limb makers, bandage makers, crutch chair

and stretcher makers, carriage makers, chemist and druggists and providers,

suppliers for hospitals, patient care and invalids and to establish, promote or

concur in establishing or promoting any Company or companies in India and /

or outside India and / or outside India for the pursuance of any or all of the

business as set out above.

MHJPL is engaged in the business of running hospital and providing healthcare

services.

C. MHWPL:

The main objects as per the memorandum of association of MHWPL are:


maintaining hospitals, multi-specialty health hospitals, ICCUs, healthcare

centres, nature care centres, polyclinics, surgical centres, laboratories and

research centres, diagnostic centres, fitness centres, healthcare townships with

pathology, radiology, micro-biology, bio-chemistry, CT scan, ultrasonography

and other modern facilities for treatment, prevention, detection and cure of

diseases, ailments of all kinds in India and abroad.







physical education, yoga, skin and beauty enhancement, home science, etc

and to design, develop, process, provide, manage, maintain, promote, acquire,


organize and generally to conduct the business of services for development of

special purpose clinics, including centers such as industrial and of health care

10

its management utilization of related services, consulting services, paramedic

clinics, community health centers, immunization centers.



organize and generally to conduct the business of programs and services to

educate, monitor and manage health. And to design, develop, process, provide,

manage, maintain, promote, acquire, purchase, undertake, improve, equip,

initiate, encourage, subsidize and organize and generally to conduct the

business of networks of high quality providers to provide healthcare services

and specialty networks, and professional demand management programs for

medical professionals to receive on demand specific information related to

specific diagnoses and to carry on the business of dealers, manufacturers,

importer, exporter and trader of medicines, medical equipment, anatomical,

orthopedic and surgical instruments and appliances of all kinds and to carry on

the business of artificial eye and limb makers, bandage makers, crutch chair

and stretcher makers, carriage makers, chemist and druggists and providers,

suppliers for hospitals, patient care and invalids and to establish, promote or

concur in establishing or promoting any Company or companies in India and /

or outside India and / or outside India for the pursuance of any or all of the

business as set out above.

MHWPL is engaged in the business of providing healthcare services

(h) Details of change of name, registered office and objects of the company during the

last five years:

(i) During the last five years, there has been no change in the name, registered office

from one state to another state and main objects of MHEPL.

(ii) MHJPL and MHWPL have been in existence for a period less than five years.

However, there has been no change in the name, registered office from one state to

another state and main objects of MHJPL and MHWPL.

(i) Name of the stock exchange (s) where securities of the company are listed, if applicable:

Not Applicable as none of the companies are listed.

11

(j) Details of the capital structure of the companies including authorised, issued, subscribed and

paid up share capital:

A. Capital structure of MHEPL:

The authorised, issued, subscribed and paid-up share capital of MHEPL as on

March 31, 2016, was as follows:

Authorised Capital Amount INR

7,50,00,000 equity shares of INR 10/- each 75,00,00,000

6,00,00,000 0.01 % Compulsorily Convertible Preference

Shares of INR 10 /- each 60,00,00,000

Total 1,35,00,00,000

Issued, Subscribed and Paid-Up Capital Amount INR

6,04,91,415 equity shares of INR 10/- each fully paid up 60,49,14,150

Less: Amount recoverable from MHEWT (6,81,720 Equity

Shares of INR 10 /-) (68,17,200)

5,98,09,695 Equity Shares of INR 10 /- each fully paid up 59,80,96,950

Subsequent to March 31, 2016, MHEPL has allotted/issued 81,97,674 Equity Shares

of INR 10 /- each, amounting to INR 8,19,76,740. Post this issue the authorised,

issued, subscribed and paid-up share capital of MHEPL is as follows:

Authorised Capital Amount INR

7,50,00,000 equity shares of INR 10/- each 75,00,00,000

6,00,00,000 0.01 % Compulsorily Convertible Preference

Shares of INR 10 /- each 60,00,00,000

Total 1,35,00,00,000

Issued, Subscribed and Paid-Up Capital Amount INR

6,86,89,089 equity shares of INR 10/- each fully paid up 68,68,90,890

Less: Amount recoverable from MHEWT (6,81,720 Equity

Shares of INR 10 /-) (68,17,200)

6,80,07,369 Equity Shares of INR 10 /- each fully paid up 68,00,73,690

12

B. Capital structure of MHJPL:

The authorised, issued, subscribed and paid-up share capital of MHJPL as on


Authorised Capital Amount (INR)

5,00,10,000 Equity Shares of INR 10/- each 50,01,00,000

Issued, Subscribed and Paid-up Capital Amount (INR)

5,00,10,000 Equity Shares of INR 10/- each fully paid-up 50,01,00,000

Subsequent to March 31, 2016, MHJPL has increased the authorised share capital

and has allotted/ issued 5,00,00,000 Equity Shares of INR 10/- each, amounting to

INR 50,00,00,000/-. Post this issue the authorised, issued, subscribed and paid-up

share capital of MHJPL is as follows:


10,00,10,000 Equity Shares of INR 10/- each 1,00,01,00,000


10,00,10,000 Equity Shares of INR 10/- each fully paid-up 1,00,01,00,000

C. Capital structure of MHWPL:

The authorised, issued, subscribed and paid-up share capital of MHWPL as on



10,000 Equity Shares of INR 10/- each 1,00,000


10,000 Equity Shares of INR 10/- each fully paid-up 1,00,000

Subsequent to March 31, 2016, there has been no change in the share capital of

MHWPL.

13

(k) Names of the promoters and directors along with their addresses:

A. The names of the promoters and directors of MHEPL along with their addresses are

as follows:

Sl No Name of Promoter /

Director Capacity Address

Promoter Details

1 Manipal Global Health Services

Promoter Mauritius

2 Dr. Ranjan Pai Promoter Block No. 1-B, Jakkur Plantation Village Main Road, Jakkur Hobli, Yelahanka, Bengaluru – 560 064

3 Cypress Holdings Promoter Mauritius

Director Details

1 T.V. Mohandas Pai Director 521, The Embassy, Ali Asker Road, Bengaluru – 560 052

2 Puneet Bhatia Nominee Director

House Number - 525 A, Magnolias Apartment, DLF Golf Course, DLF Phase-V, Gurgaon, Galleria, DLF – IV, Gurgaon – 122 009

3 Rajen Padukone Director Sharan, 7/8, Palace Cross Road, 2nd Main, Bengaluru – 560 020

4 Dr. Ranjan Ramdas Pai Director Block No. 1-B, Jakkur Plantation Village Main Road, Jakkur Hobli, Yelahanka, Bengaluru – 560 064

5 Dr. H. Sudarshan Ballal Director 70, Lavelle Road, Bengaluru – 560 001

6 Vishal Gangadhar Nevatia Nominee Director

2702, B-Wing, 27th Floor, Oberoi Sky Heights, Lokhandwala, Back Road, Andheri (W) Mumbai – 400 053

7 Gaurav Trehan Nominee Director

Flat No. 101 A, 10th Floor, Embassy Apts, 46, Napean Sea Road, Mumbai – 400 026

8 Dr. Ajay Bakshi Managing Director

B-49, 1st Floor, Defence Colony, New Delhi – 110 024

B. The names of the promoters and directors of MHJPL along with their addresses are

as follows:



Promoter Details

1 Manipal Health Enterprise Private Limited

Promoter The Annexe, #98/2, Rustom Bagh, HAL Airport Road, Bengaluru - 560 017

14

Director Details


2 Dr. Ajay Bakshi Director B-49, 1st Floor, Defence Colony, New Delhi – 110 024

3 Sameer Agarwal Director A 1202, Aspen Godrej, Woodsman Estate, Bellary Road, Near Columbia Asia Hospital, Hebbal, Bengaluru – 560 024

C. The names of the promoters and directors of MHWPL along with their addresses are

as follows:



Promoter Details

1 Manipal Health Enterprise Private Limited

Promoter The Annexe, #98/2, Rustom Bagh, HAL Airport Road, Bengaluru - 560 017

Director Details


2 Dr. Ajay Bakshi Director B-49, 1st Floor, Defence Colony, New Delhi – 110 024

3 Sameer Agarwal Director A 1202, Aspen Godrej, Woodsman Estate, Bellary Road, Near Columbia Asia Hospital, Hebbal, Bengaluru – 560 024

(iii) If the scheme of compromise or arrangement relates to more than one company, the fact and details

of any relationship subsisting between such companies who are parties to such scheme of

compromise or arrangement, including holding, subsidiary or of associate companies:

(a) The parties involved in the Scheme are MHEPL, MHJPL and MHWPL.

(b) MHJPL and MHWPL are the wholly owned subsidiaries of MHEPL.

(iv) The date of the board meeting at which the Scheme was approved by the board of directors including

the name of the directors who voted in favour of the resolution, who voted against the resolution and

who did not vote or participate on such resolution –

The Board of Directors of MHEPL at their meeting held on January 20, 2017, attended by

Dr. H. Sudarshan Ballal, Dr. Ajay Bakshi, Dr. Ranjan Pai, Mr Rajen Padukone, Mr. T.V. Mohandas

Pai, Mr. Vishal G. Nevatia and Mr. Gaurav Trehan have unanimously approved the Scheme.

The Board of Directors of MHJPL at their meeting held on January 20, 2017, attended by

Dr. H. Sudarshan Ballal, Dr. Ajay Bakshi and Mr. Sameer Agarwal, have unanimously approved

the Scheme.

15

The Board of Directors of MHWPL at their meeting held on January 20, 2017, attended by

Dr. H. Sudarshan Ballal, Dr. Ajay Bakshi and Mr. Sameer Agarwal, have unanimously approved

the Scheme.

(v) Explanatory statement disclosing details of the scheme of compromise or arrangement including:

(a) Parties involved in such compromise or arrangement: - MHEPL, MHJPL and

MHWPL.

(b) In case of amalgamation or merger, appointed date, effective date, share exchange

ratio (if applicable) and other considerations, if any:

Particulars Amalgamation of

MHWPL into MHEPL

Slump Sale of Vijayawada Unit of MHEPL into MHJPL

Demerger of Jaipur Unit of MHJPL into

MHEPL

Appointed Date

January 1, 2017 or such other time and date as the Tribunal may direct / fix

Effective Date The last of the dates on which the certified true copies of the order of the Tribunal sanctioning the Scheme are filed with the Registrar of Companies, Karnataka by MHWPL, MHJPL and MHEPL, who are parties to the Scheme

Share exchange ratio

Not Applicable MHJPL shall, issue and allot equity shares, credited as fully paid-up, to the extent indicated below, to MHEPL as under: “4,85,58,944 fully paid-up equity shares of INR 10/- each of MHJPL shall be issued and allotted to MHEPL at par”

Not Applicable

Consideration The entire share capital of MHWPL is held by MHEPL and its nominees. i.e. MHWPL is a wholly-owned subsidiary of MHEPL. Upon the Scheme becoming effective, all the shares of MHWPL held by MHEPL (either directly or through nominees) shall stand cancelled. No new shares shall be issued or payment shall be made in cash whatsoever by MHEPL in lieu of cancellation of such shares of MHWPL

The lumpsum consideration for the slump sale of Vijayawada Unit of MHEPL into MHJPL is INR 48,55,89,440, which shall be discharged by way of issue/ allotment of equity shares by MHJPL to MHEPL

The entire share capital of MHJPL is held by MHEPL and its nominees i.e. MHJPL is a wholly-owned subsidiary of MHEPL. Upon the Scheme becoming effective, no shares of MHEPL can be allotted in lieu or exchange for the demerger of Jaipur Unit of MHJPL, as the entire share capital of MHJPL is held by MHEPL

16

(c) Summary of valuation report (if applicable) including basis of valuation and fairness

opinion of the registered valuer, if any; and the declaration that the valuation reports

is available for inspection at the registered office of the company;

MHEPL and MHJPL have obtained a Valuation Report dated January 5, 2017 issued

by Parimal Ram & Pattabhi, Chartered Accountants. As per the valuation report, the

Net Asset Value of the Vijayawada Unit of MHEPL is INR 48,55,89,440. Copy of the

said valuation report would be available for inspection at the registered office of

MHEPL and MHJPL.

(d) Details of capital or debt restructuring, if any:

1. MHEPL

1.1 The Pre and post shareholding pattern of MHEPL would remain unchanged as there

is no allotment of shares by MHEPL pursuant to this Scheme.

2. MHJPL

2.1 The Pre-arrangement shareholding pattern of MHJPL:

Sl No Name of the Equity Shareholder No of shares Percentage of holding

1 Manipal Health Enterprises Private Limited 10,00,09,990 99.99999%

2 Sameer Agarwal (Nominee of MHEPL) 10 0.00001%

TOTAL 10,00,10,000 100%

2.2 The Post arrangement shareholding pattern of MHJPL:

Sl No Name of the Shareholder No of shares Percentage of holding

1 Manipal Health Enterprises Private Limited 4,85,68,934 99.99998%


TOTAL 4,85,68,944 100%

17

3. MHWPL

3.1 The Pre-arrangement shareholding pattern of MHWPL:

Sl No Name of the Equity Shareholders No of shares Percentage of holding

1 Manipal Health Enterprises Private Limited 9,990 99.90%


TOTAL 10,000 100%

3.2 The Post arrangement shareholding pattern of MHWPL:

On the Scheme becoming effective, MHWPL would be amalgamated with MHEPL pursuant to

which MHWPL would stand dissolved without being wound up.

(e) Rationale for the arrangement and benefits of the arrangements perceived by the

Board of directors to the company, members, creditors and others (as applicable):

The Composite Scheme of Arrangement is presented under Sections 230 to 232 read with

Section 66 of the Companies Act, 2013, and all other applicable provisions of the Companies

Act, 2013.

This Scheme is presented for:

1. Amalgamation of Manipal Hospitals (Whitefield) Private Limited into Manipal Health

Enterprises Private Limited;

2. Restructuring of Equity Share Capital of Manipal Hospitals (Jaipur) Private Limited;

3. Slump Sale of Vijayawada Unit of Manipal Health Enterprises Private Limited into

Manipal Hospitals (Jaipur) Private Limited;

4. Demerger of Jaipur Unit of Manipal Hospitals (Jaipur) Private Limited into Manipal

Health Enterprises Private Limited; and

5. To undertake Ind AS impact on the Scheme in the books of Manipal Health

Enterprises Private Limited.

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The proposed amalgamation of MHWPL and acquisition of Jaipur Unit of MHJPL by way of

demerger into MHEPL would facilitate consolidation of core hospital business under one

single entity so as to enhance the value of shareholders, creditors and other stake holders of

MHWPL, MHJPL and MHEPL. Further, the proposed consolidation would also create greater

visibility and enhance the overall performance of the combined business/ entity.

The Vijayawada Unit of MHEPL is in its initial years of growth and has potential for generating

sustainable profits in future and also capable of attracting different set of investors, strategic

partners to scale up the size, operations and specialization of the Vijayawada Unit. Therefore,

the Vijayawada Unit of MHEPL is proposed to be transferred by way of Slump Sale into

MHJPL.

The Ministry of Corporate Affairs has notified application of new Indian Accounting Standards

“Ind AS” for a certain classes of Companies. MHEPL is covered under such class and

accordingly it shall carry out First time adoption of Ind AS in its books. Part F of the Scheme

intends to address matters as may be relevant to this Scheme in the context of MHEPL’s

Ind AS adoption.

The members are requested to read the entire text of the Scheme attached herewith to

get better acquainted with the provisions thereof. What is stated hereinabove are brief

salient features.

(f) Amount due to creditors:

The total amount due to the Secured and Unsecured creditors of MHEPL as on

February 28, 2017 is INR 1,095.35 crore and INR 64.80 crore respectively.

The total amount due to the Secured and Unsecured creditors of MHJPL as on

February 28, 2017 is INR 4.63 crore and INR 241.62 crore respectively.

The total amount due to the Secured and Unsecured creditors of MHWPL as on

February 28, 2017 is Nil and INR 256.64 crore respectively.

(vi) Disclosure about the effect of the arrangement on:

(a) key managerial personnel; (b) directors; (c) promoters; (d) non-promoter members; (e)

depositors; (f) creditors; (g) debenture holders; (h) deposit trustee and debenture trustee; (i)

employees of the company

The Directors of MHEPL, MHJPL and MHWPL may be deemed to be concerned and/ or

interested in the proposed Scheme to the extent of the shares that may be held by them or by

19

the companies, firms, institutions, trusts of which they are Directors, Partners, Members or

Trustees in MHEPL, MHJPL and MHWPL. Additionally the Scheme does not have any effect

on the Directors/Key Managerial Personnel/Promoters/ Non-promoter Members, if

any/Creditors/ Debenture holders, if any/Debenture Trustee, if any/Employees of the MHEPL,

MHJPL and MHWPL.

(vii) Disclosure about effect of Arrangement on material interests of directors, Key Managerial

Personnel:

None of the Directors and the Key Managerial Personnel, if any, of MHEPL and/or MHJPL

and/or MHWPL have any material interest in the Scheme except as shareholders to the

extent, which will appear from the Register of Director’s Shareholding maintained by MHEPL

and the Register of Directors maintained by MHJPL and MHWPL.

(viii) Investigation or proceedings, if any, pending against the company under the Act.

No investigation proceedings have been instituted or are pending under Sections 235 to 251

of the Companies Act, 1956 or the corresponding provisions of the Companies Act, 2013

against MHEPL, MHJPL and MHWPL.

(ix) Details of the availability of the following documents for obtaining extract from or for making or

obtaining copies of or for inspection by the members and creditors, namely:

The following documents will be open for inspection at the registered office of the Company

up to one day prior to the date of the meeting between 10.00 A.M. to 6.00 P.M. on all working

days (except Saturday, Sunday and public holidays):

(a) Audited financial statements of the Company as on March 31, 2016;

(b) Unaudited financial statements of the Company as on March 31, 2017;

(c) Certified copy of the order passed by the National Company Law Tribunal, Bengaluru

Bench in Company Application No CA (CAA) NO. 35/BB of 2017, dated 13th day of July

2017, inter alia, directing MHEPL to convene the meeting of its Equity Shareholders;

(d) Copy of the Scheme;

(e) Copies of the Memorandum and Articles of Association of the Company;

(f) Copy of the Register of Director’s shareholding of the Company;

20

(g) Copy of the valuation report dated January 5, 2017 issued by Parimal Ram &

Pattabhi, Chartered Accountants;

(h) Copy of the resolution dated January 20, 2017, passed by the Board of Directors of

MHEPL approving the Scheme;

(i) Copy of the Statutory Auditors’ Certificate issued by S.R Batliboi & Associates LLP

stating that the accounting treatment mentioned in the Scheme is in conformity with

the Accounting Standards prescribed under Section 133 of the Companies Act, 2013;

and

(j) Such other information or documents as the Board or Management believes

necessary and relevant for making decision for or against the Scheme.

(x) Details of approvals, sanctions or no-objection(s), if any, from regulatory or any other

governmental authorities required, received or pending for the proposed Scheme:

The copies of the Scheme are being filed simultaneously along with the dispatch of this notice

with the following regulatory and governmental authorities:

1. Registrar of Companies, Bengaluru, Karnataka;

2. Central Government through Regional Director, South East Region;

3. Income Tax Department, Government of India; and

4. Reserve Bank of India.

Approvals, sanctions or no-objection(s), if any, from the aforesaid regulatory or any other

governmental authorities shall be obtained within the prescribed period.

4. Documents under Section 232(2) of the Companies Act, 2013:

As required under Section 232(2) of the Companies Act, 2013, the following documents are

being circulated with the notice and explanatory statement

a) Scheme of Arrangement;

b) Copy of the Valuation Report;

21

c) Report of the Board of Directors of the Company; and

d) Unaudited Financial Statement as on March 31, 2017.

Dated this 19th day of July 2017 at Bengaluru

Sd/-

Dr. Ajay Bakshi

Chairman appointed for the meeting

22

COMPOSITE SCHEME OF ARRANGEMENT

OF

MANIPAL HOSPITALS (JAIPUR) PRIVATE LIMITED

AND

MANIPAL HOSPITALS (WHITEFIELD) PRIVATE LIMITED

AND

MANIPAL HEALTH ENTERPRISES PRIVATE LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

(UNDER SECTIONS 230 TO 232 READ WITH SECTION 66 OF THE

COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS OF THE

COMPANIES ACT, 2013)

Annexure 1

23

GENERAL

I. Purpose of Scheme

This Composite Scheme of Arrangement (“Scheme”) is presented under

Sections 230 to 232 read with Section 66 of the Act (defined herein after), and

all other applicable provisions of the Act (defined herein after).

This Scheme is presented for:

1. Amalgamation of Manipal Hospitals (Whitefield) Private Limited into

Manipal Health Enterprises Private Limited;

2. Restructuring of Equity Share Capital of Manipal Hospitals (Jaipur)

Private Limited;

3. Slump Sale of Vijayawada Unit (defined herein after) of Manipal Health

Enterprises Private Limited into Manipal Hospitals (Jaipur) Private

Limited;

4. Demerger of Jaipur Unit (defined herein after) of Manipal Hospitals

(Jaipur) Private Limited into Manipal Health Enterprises Private

Limited; and

5. To undertake Ind AS related adjustments on the Scheme in the books of

Manipal Health Enterprises Private Limited.

II. Rationale for the Scheme

The proposed amalgamation of Manipal Hospitals (Whitefield) Private

Limited and acquisition of Jaipur Unit (defined herein after) of Manipal

Hospitals (Jaipur) Private Limited by way of demerger into Manipal Health

Enterprises Private Limited would facilitate consolidation of core hospital

24

business under one single entity so as to enhance the value of shareholders,

creditors and other stake holders of Manipal Hospitals (Whitefield) Private

Limited, Manipal Hospitals (Jaipur) Private Limited and Manipal Health

Enterprises Private Limited. Further, the proposed consolidation would also

create greater visibility and enhance the overall performance of the combined

business/ entity.

The Vijayawada Unit (defined herein after) of Manipal Health Enterprises

Private Limited is in its initial years of growth and has potential for

generating sustainable profits in future and also capable of attracting

different set of investors, strategic partners to scale up the size, operations

and specialization of the Vijayawada Unit (defined herein after). Therefore,

the Vijayawada Unit (defined herein after) of Manipal Health Enterprises

Private Limited is proposed to be transferred by way of Slump Sale into

Manipal Hospitals (Jaipur) Private Limited.

The Ministry of Corporate Affairs has notified application of new Indian

Accounting Standards “Ind AS”(defined hereinafter) for certain classes of

Companies. Manipal Health Enterprises Private Limited is covered under

such class and accordingly it shall carry out First time adoption of Ind AS in

its books. Part F intends to address matters as may be relevant to this Scheme

in the context of Manipal Health Enterprises Private Limited’s Ind AS

adoption.

III. Parts of the Scheme

The Scheme is divided into following parts:

1. Part A – dealing with definitions of the terms used in this Scheme and sets

out the share capital of the Transferor Company(ies) and Transferee

Company(ies) as defined in this Scheme;

25

2. Part B – dealing with the amalgamation of Manipal Hospitals (Whitefield)

Private Limited with Manipal Health Enterprises Private Limited and

dissolution of Manipal Hospitals (Whitefield) Private Limited;

3. Part C – dealing with restructuring involving capital reduction of equity

shares of Manipal Hospitals (Jaipur) Private Limited;

4. Part D – dealing with the Slump Sale of Vijayawada Unit (defined herein

after) of Manipal Health Enterprises Private Limited into Manipal Hospitals

(Jaipur) Private Limited;

5. Part E – dealing with the demerger of Jaipur Unit (defined herein after) of

Manipal Hospitals (Jaipur) Private Limited into Manipal Health Enterprises

Private Limited;

6. Part F – dealing with Ind AS (defined herein after) related adjustments on the

Scheme in the books of Manipal Health Enterprises Private Limited; and

7. Part G – dealing with the general terms and other conditions applicable to

this Scheme and other matters consequential and integrally connected

thereto.

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PART A

1. DEFINITIONS

In this Scheme, unless repugnant to the context, the following expressions

shall have the following meaning:

1.1 “Act” means the Companies Act, 2013 and shall include rules, any statutory

modification, re-enactment or amendments thereof from time to time.

1.2 “Appointed Date” means January 1, 2017 or such other time and date as the

Tribunal may direct / fix.

1.3 “Board of Directors” or “Board” means the board of directors of any of the

Transferor Company(ies) and / or the Transferee Company(ies), as the case

may be, and shall include a duly constituted committee thereof.

1.4 “Effective Date” or “Upon the Scheme becoming effective” or “On the

Scheme becoming effective” means the last of the dates on which the

certified true copies of the order of the Tribunal sanctioning the Scheme are

filed with the Registrar of Companies, Karnataka, by the Transferor

Company(ies) and the Transferee Company(ies) who are parties to this

Scheme.

1.5 “Free Reserves” means such reserves not being Capital Reserve and which

are freely available for distribution without limitation for all purposes of the

Act, including, for example, declaration of dividends, bonus shares, buy-back

of shares, etc.

1.6 “Government Authority” means any applicable Central, State or local

Government, legislative body, regulatory or administrative authority, agency

or commission or any court, tribunal, board, bureau or instrumentality

thereof or arbitration or arbitral body having jurisdiction.

27

1.7 “Indian Accounting Standards” or “Ind AS” means Indian Accounting

Standards notified under the Act , Rules thereof or any addendum thereto

and amendments (if any) from time to time, as may be notified by Central

Government through Ministry of Corporate Affairs in consultation with the

National Advisory Committee and shall include National Financial

Reporting Authority, as may be applicable.

1.8 “Jaipur Unit” means whole of the undertaking of Jaipur Unit of Manipal

Hospitals (Jaipur) Private Limited as a going concern and shall mean and

include, without limitation all the assets, properties whether movable or

immovable, liabilities or provisions, employees and contracts of the Jaipur

Unit. It is clarified that Jaipur Unit shall not include any assets, properties

whether movable or immovable, liabilities or provisions, employees and

contracts pertaining to Vijayawada Unit (defined herein after).

1.9 “MHEPL” or ”Transferee Company” for Part B and Part E or ”Transferor

Company” for Part D of this Scheme means Manipal Health Enterprises

Private Limited, a company incorporated under the Companies Act, 1956,

and having its registered office at The Annexe, # 98/2, Rustombagh, HAL

Airport Road, Bengaluru-560 017.

1.10 “MHJPL” or “Transferee Company” for Part D or “Transferor Company”

for Part E of this Scheme means Manipal Hospitals (Jaipur) Private Limited,

a company incorporated under the Companies Act, 1956, and having its

registered office at #70, 2nd & 3rd Floor, Grace Towers, above Navnit Motors,

Millers Road, Bengaluru-560 052.

1.11 “MHWPL” or “Transferor Company” for Part B of this Scheme means

Manipal Hospitals (Whitefield) Private Limited, a company incorporated

under the Companies Act, 1956, and having its registered office at

The Annexe, No 98/2, Rustombagh, HAL Airport Road, Bengaluru-560 017.

28

1.12 “Scheme” or “the Scheme” or “this Scheme” means this Scheme in its

present form or with any modification(s) made under clause 38 of this

Scheme, as approved or directed by the Tribunal.

1.13 "Tribunal" means the bench of the National Company Law Tribunal at

Bengaluru that has been constituted under the Act having jurisdiction over

the Transferor Company (ies) and the Transferee Company (ies).

1.14 “Vijayawada Unit” means whole of the undertaking of Vijayawada Unit of

Manipal Health Enterprises Private Limited on a going concern and shall

mean and include, without limitation all the assets, properties whether

movable or immovable, liabilities or provisions, employees and contracts of

the Vijayawada Unit.

All terms and words not defined in this Scheme shall, unless repugnant or

contrary to the context or meaning thereof, have the same meaning ascribed

to them under the Act, and other applicable laws, rules, regulations, bye-laws,

as the case may be or any statutory modifications or re-enactments thereof

from time to time.

2. SHARE CAPITAL

2.1 Details of the share capital of MHJPL as at March 31, 2016, is given below:

Authorized Capital Amount (INR)



5,00,10,000 Equity Shares of INR 10/- each fully Paid-up 50,01,00,000

Subsequent to March 31, 2016, MHJPL has allotted/ issued 5,00,00,000 Equity

Shares of INR 10/- each, totaling to INR 50,00,00,000. Post this issue the

Authorized, Issued, Subscribed and Paid-up share capital of MHJPL is as

follows:

29





2.2 Details of the share capital of MHWPL as at March 31, 2016, is given below:


10,000 Equity Shares of INR 10/- each 1,00,000


10,000 Equity Shares of INR 10/- each fully Paid-up 1,00,000

Subsequent to March 31, 2016 there has been no change in the share capital of

MHWPL.

2.3 Details of the share capital of MHEPL as at March 31, 2016, is given below:


7,50,00,000 Equity Shares of INR 10/- each

6,00,00,000 0.01% Compulsorily Convertible Preference

Shares of INR 10/- each

75,00,00,000

60,00,00,000


6,04,91,415 Equity Shares of INR 10/- each fully Paid-up

Less : Amount recoverable from MHEWT (6,81,720

Equity Shares of INR 10/- each)

5,98,09,695 Equity Shares of INR 10/- each – Fully paid

up

60,49,14,150

(68,17,200)

59,80,96,950

Subsequent to March 31, 2016, MHEPL has allotted/ issued 81,97,674 Equity Shares

of INR 10/- each, totaling to INR 8,19,76,740. Post this issue the Authorized, Issued,

Subscribed and Paid-up share capital of MHEPL is as follows:

30


7,50,00,000 Equity Shares of INR 10/- each

6,00,00,000 0.01% Compulsorily Convertible Preference

Shares of INR 10/- each

75,00,00,000

60,00,00,000


6,86,89,089 Equity Shares of INR 10/- each fully paid-up

Less : Amount recoverable from MHEWT (6,81,720

Equity Shares of INR 10/- each)

6,80,07,369 Equity Shares of INR 10/- each - fully paid up

68,68,90,890

(68,17,200)

68,00,73,690

3. DATE OF TAKING EFFECT AND OPERATIVE DATE

The Scheme set out herein in its present form or with any modification(s)

approved or imposed or directed by the Tribunal shall be effective from the

Appointed Date mentioned herein, but shall be operative from the Effective

Date.

31

PART B

AMALGAMATION OF MANIPAL HOSPITALS (WHITEFIELD) PRIVATE

LIMITED WITH MANIPAL HEALTH ENTERPRISES PRIVATE LIMITED AND

DISSOLUTION OF MANIPAL HOSPITALS (WHITEFIELD) PRIVATE

LIMITED

4. AMALGAMATION OF MHWPL WITH MHEPL

4.1 Upon the Scheme becoming effective but with effect from Appointed Date,

MHWPL in its entirety shall, pursuant to Sections 230 to 232 of the Act and

any other relevant provisions of the Act (as may be applicable) and without

any further act, instrument, deed, matter, or thing, be transferred to and

vested in MHEPL by way of amalgamation.

4.2 Subject to the provisions of this Scheme as specified hereinafter and with

effect from the Appointed Date, the entire business and undertaking(s) of

MHWPL including all the debts, liabilities, duties and obligations, including

those arising on account of taxation laws and other allied laws of MHWPL of

every description and also including, without limitation, all the movable and

immovable properties and assets (whether tangible or intangible) of MHWPL

comprising, amongst others, all freehold land, leasehold land, building,

plants, motor vehicles, receivables, actionable claims, furniture and fixtures,

computers, medical, diagnostic instruments and equipment’s, machineries,

T.V sets, cameras, software, products, portals, inventories, merchandising

rights, websites, office equipment, electrical installations, telephones, telex,

facsimile and other communication facilities and business licenses, permits,

deposits, authorisations, approvals, insurance cover of every description,

lease, tenancy rights, permissions, incentives, if any, and all other rights,

patents, know-how, trademark, service mark, trade secret, brands,

registrations, product licenses, marketing authorisations or other intellectual

32

property rights, proprietary right, title, interest, contracts, consent, approvals

and rights and powers of every kind, nature and description whatsoever,

privileges, liberties, easements, advantages, benefits and approvals, shall,

under the applicable provisions of the Act and pursuant to the order of the

Tribunal sanctioning this Scheme and without further act, instrument or

deed, but subject to the charges affecting the same as on the Effective Date,

be transferred and/or deemed to be transferred to and vested in MHEPL, so

as to become the properties, assets, rights, debts, liabilities, duties and

obligations, business and undertaking(s) of MHEPL.

4.3 With effect from the Appointed Date all debts, liabilities, duties and

obligations of MHWPL as on the Appointed Date whether provided for or

not in the books of account of MHWPL and all other liabilities which may

accrue or arise after the Appointed Date but which relate to the period on or

up to the day of the Appointed Date shall be the debts, liabilities, duties and

obligations of MHEPL including any encumbrance on the assets of MHWPL

or on any income earned from those assets.

4.4 All records, files, papers, information, computer programs, manuals, data,

catalogues, quotations, advertising materials, lists of present and former

patients/ customers and suppliers, customer credit information, customer

pricing information and other records, whether in physical form or electronic

form of MHWPL will be transferred to and vested in MHEPL by virtue of this

Scheme.

4.5 With effect from the Appointed Date, all inter-party transactions between

MHWPL and MHEPL shall be considered as intra-party transactions for all

purposes from the Appointed Date.

4.6 Loans, advances and other obligations (including any guarantees, letters of

credit, letters of comfort or any other instrument or arrangement which may

give rise to a contingent liability in whatever form), if any, due or which may

33

at any time in future become due between MHWPL and MHEPL shall, ipso

facto, stand discharged and come to an end and there shall be no liability in

that behalf on any party and appropriate effect shall be given in the books of

accounts and records of MHEPL. It is hereby clarified that there will be no

accrual of interest or other charges in respect of any inter-company loans,

advances and other obligations with effect from the Appointed Date.

4.7 All the existing securities, mortgages, charges, encumbrances or liens, if any,

as on the Appointed Date and those created by MHWPL after the Appointed

Date, over the assets comprised in the business and undertaking(s) or any

part thereof transferred to MHEPL by virtue of this Scheme and in so far as

such securities, mortgages, charges, encumbrances or liens secure or relate to

liabilities of MHWPL, the same shall, after the Effective Date, continue to

relate and attach to such assets or any part thereof to which they are related

or attached prior to the Effective Date and as are transferred to MHEPL, and

such securities, mortgages, charges, encumbrances or liens shall not relate or

attach to any of the other assets of MHEPL, provided however that no

encumbrances shall have been created by MHWPL over its assets after the

date of filing of the Scheme without the prior written consent of the Board of

Directors of MHEPL.

4.8 The existing encumbrances over the assets and properties of MHEPL or any

part thereof which relate to the liabilities and obligations of MHEPL prior to

the Effective Date shall continue to relate only to such assets and properties

and shall not extend or attach to any of the assets and properties of MHWPL

transferred to and vested in MHEPL by virtue of this Scheme.

4.9 It is expressly provided that, save as herein provided, no other term or

condition of the liabilities transferred to MHEPL is modified by virtue of this

Scheme except to the extent that such amendment is required statutorily or

by necessary implication.

34

4.10 With effect from the Appointed Date, all statutory licences, registrations,

incentives, tax deferrals and benefits, carry-forward of tax losses, tax credits,

tax refunds, subsidies, concessions, grants, rights, claims, leases, tenancy

rights, liberties, permissions, approvals or consents to carry on the operations

of MHWPL, special status and other benefits or privileges enjoyed or

conferred upon or held or availed of by MHWPL and all rights and benefits

that have accrued or which may accrue to MHWPL, whether before or after

the Appointed Date shall stand vested in or transferred to MHEPL, pursuant

to the Scheme, without any further act or deed and shall remain valid,

effective and enforceable on the same terms and conditions and shall be

appropriately mutated by the statutory authorities concerned in favour of

MHEPL upon the vesting and transfer of the business and undertaking(s) of

MHWPL pursuant to this Scheme.

4.11 The amalgamation of MHWPL with MHEPL, pursuant to and in accordance

with this Scheme, shall take place with effect from the Appointed Date and

shall be in accordance with Section 2(1B) of the Income-tax Act, 1961. This

Scheme has been drawn up to comply with the conditions relating to

“amalgamation” as specified under Section 2(1B) of the Income-tax Act, 1961.

At a later date, if any term or provision of the Scheme is found or interpreted

to be inconsistent with any provision thereof, including resulting from an

amendment of law or for any reason whatsoever, the Scheme shall stand

modified to the extent determined necessary to comply with Section 2(1B) of

the Income-tax Act, 1961. Such modification will however not affect other

parts of the Scheme.

5. CONSIDERATION

5.1 The entire share capital of MHWPL is held by MHEPL and its nominees. i.e.

MHWPL is a wholly-owned subsidiary of MHEPL. Upon the Scheme coming

into effect, all the shares of MHWPL held by MHEPL (either directly or

35

through nominees) shall stand cancelled without any further application, act

or deed. It is clarified that no new shares shall be issued or payment shall be

made in cash whatsoever by MHEPL in lieu of cancellation of such shares of

MHWPL.

6. STAFF, WORKMEN & EMPLOYEES

6.1 On the Scheme becoming effective, all staff, workmen and employees of

MHWPL in service on the Effective Date shall be deemed to have become

staff, workmen and employees of MHEPL with effect from the later of

Appointed Date or the actual date of joining, without any break or

interruption in their service and on the basis of continuity of service, and the

terms and conditions of their employment with MHEPL (i.e. cost to company

basis, in monetary terms) shall not be less favourable than those applicable to

them with reference to their employment with MHWPL on the Effective Date.

6.2 It is expressly provided that, on the Scheme becoming effective, the provident

fund, gratuity fund, superannuation fund or any other special fund or trusts,

if any, created or existing for the benefit of the staff, workmen and employees

of MHWPL shall become trusts/ funds of MHEPL for all purposes

whatsoever in relation to the administration or operation of such

funds/trusts or in relation to the obligation to make contributions to the said

funds/trusts in accordance with the provisions thereof as per the terms

provided in the respective trust deeds, if any, to the end and intent that all

rights, duties, powers and obligations of MHWPL in relation to such

funds/trusts shall become those of MHEPL. It is clarified that, for the purpose

of the said funds/trusts, the services of the staff, workmen and employees of

MHWPL will be treated as having been continuous with MHEPL from the

date of employment as reflected in the records of MHWPL.

36

7. LEGAL PROCEEDINGS

7.1 If any suit, appeal or other proceeding of whatever nature by or against

MHWPL is pending, including those arising on account of taxation laws and

other allied laws, the same shall not abate or be discontinued or in any way

be prejudicially affected by reason of this arrangement or by anything

contained in this Scheme, but the said suit, appeal or other legal proceedings

may be continued, prosecuted and enforced by or against MHEPL, in the

same manner and to the same extent as it would or might have been

continued, prosecuted and enforced by or against MHWPL, as if this Scheme

had not been made.

8. CONTRACTS, DEEDS, ETC. AND POWER TO GIVE EFFECT TO THIS

PART

8.1 Subject to the other provisions of this Scheme, all contracts, deeds, bonds,

agreements, registrations, licenses, permissions, approvals, consents,

entitlements, sanctions, permits benefits, privileges pertaining to (but not

limited to) drug, medical, diagnostic and pharma industry (whether

proprietary or otherwise), rights arising from contracts, deeds, licenses,

instruments and agreements, if any, of whatsoever nature to which MHWPL

is party to and subsisting or having effect on the Effective Date, shall be in

full force and effect against or in favour of MHEPL, as the case may be, and

may be enforced by or against MHEPL as fully and effectually as if, instead

of MHWPL, MHEPL had been a party thereto, notwithstanding the terms

contained in such contracts, deeds, bonds, agreements, licences, permits,

registrations, approvals and other instruments etc.

8.2 MHEPL shall enter into and/ or issue and/ or execute deeds, writings or

confirmations or enter into any tripartite arrangements, confirmations or

novations, to which MHWPL will, if necessary, also be party in order to give

formal effect to the provisions of this Scheme, if so required. Further, MHEPL

37

shall be deemed to be authorised to execute any such deeds, writings or

confirmations on behalf of MHWPL and to implement or carry out all

formalities required on the part of MHWPL to give effect to the provisions of

this Scheme.

9. TAXATION MATTERS

9.1 All taxes (including, without limitation, income tax, wealth tax, sales tax,

custom duty, service tax, value added tax, central sales tax, GST, etc.) paid or

payable by MHWPL in respect of the operations or profits and assets of

MHWPL before the Appointed Date, shall be on account of MHEPL and, in

so far as it relates to any tax payment (including, without limitation, income

tax, minimum alternate tax, dividend distribution tax, wealth tax, sales tax,

custom duty, service tax, value added tax, central sales tax, GST, etc.) whether

by way of deduction at source, advance tax or otherwise howsoever, by

MHWPL in respect of its profits or activities or operation or assets with effect

from the Appointed Date, the same be deemed to be the corresponding item

paid by MHEPL and shall in all proceedings be dealt with accordingly.

9.2 Any refund under the tax laws due to MHWPL consequent to the assessment

made on MHWPL and for which no credit is taken in accounts as on the date

immediately preceding the Appointed Date shall also belong to and be

received by MHEPL.

9.3 MHEPL shall be entitled to revise and file income tax returns, sales tax /

value added tax return, service tax returns, GST return, and any other returns,

and to claim refunds/ credits, pursuant to the provisions of this Scheme.

MHEPL shall be entitled to such tax benefits, including but not limited to,

minimum alternate tax paid under Section 115JA/115JB of the Income-tax

Act, 1961 and the right to claim credit in accordance with Section 115JAA of

the Income-tax Act, 1961, including the benefit of brought forward losses or

38

depreciation as admissible under the provisions of the Income-tax Act, 1961,

including but not limited to eligibility to claim deduction for expenses under

Section 40(a) and/ or 43B of the Income-tax Act, 1961 to the extent applicable,

of MHWPL from the taxable profits of MHEPL with effect from the

Appointed Date. Further, all existing and future benefits/ claim/ relief under

the provisions of Income-tax Act, 1961 shall be available to MHEPL in the

same manner and to the extent as those were available otherwise to MHWPL

upon fulfilment of the prescribed conditions. MHEPL shall continue to enjoy

the tax benefits and concessions provided to MHWPL by the concerned

authorities.

9.4 Any refund/ credit/ claim benefits/ incentives under any tax laws due to

MHWPL (including but not limited to advance tax, self-assessment tax,

regular assessment tax, service tax, CENVAT, minimum alternative tax, value

added tax, central sales tax, GST, etc.) shall belong to and be received by

MHEPL. Without prejudice to the generality of the aforesaid provision, all

the benefits under the various incentive schemes and policies that MHWPL

is entitled to, in relation to its operation, shall upon the Scheme becoming

effective and with effect from the Appointed Date be transferred to and

vested in MHEPL and all the benefits, entitlements and incentives of any

nature whatsoever, including minimum alternate tax credit entitlement, shall

be claimed by MHEPL and these shall relate back to the Appointed Date as if

MHEPL was originally entitled to all benefits under such incentives schemes

and/ or policies.

9.5 MHEPL shall be deemed to be authorised under this Scheme to execute any

pleadings, submissions, applications, forms, etc., as are required to remove

39

any difficulties and carry out any formalities or compliance as are necessary

for the implementation of this Scheme.

10. ACCOUNTING TREATMENT IN THE BOOKS OF MHEPL

On the Scheme becoming effective MHEPL shall account for the

amalgamation of MHWPL in its books as given below:

10.1 All the assets, including but not limited to the fixed assets, intangibles and

any other assets of MHWPL, subject to clause 10.6, shall be recorded in the

books by MHEPL at its respective book values as at the close of the business

as on the day immediately preceding the Appointed Date.

10.2 All the reserves, liabilities of MHWPL subject to clause 10.4, shall be recorded

in the books by MHEPL at its respective book values as at the close of the

business as on the day immediately preceding the Appointed Date.

10.3 The carrying amount of investments in the shares of MHWPL to the extent

held by MHEPL and its nominees shall stand cancelled in the books of

MHEPL, without any further act or deed.

10.4 The amount of any inter-company balances, amounts between MHWPL and

MHEPL, appearing in the books of account of MHEPL and MHWPL shall

stand cancelled without any further act or deed, upon the Scheme coming

into effect.

10.5 The surplus/ deficit arising out of the value of assets as recorded in clause

10.1 over the value of reserves and liabilities as recorded in clause 10.2 and

after making adjustments as mentioned in clauses 10.3 and 10.4 will be

adjusted in accordance with the “Pooling of Interest method” as prescribed

40

under Appendix C of Ind AS 103 “Business Combinations” prescribed under

the Act.

10.6 In case of any differences in accounting policies between MHEPL and

MHWPL the accounting policies followed by MHEPL shall prevail to ensure

that the financial statements reflect the financial position on the basis of

consistent accounting policies.

11. TRANSACTIONS BETWEEN APPOINTED DATE AND EFFECTIVE

DATE

During the period from the Appointed Date to the Effective Date:

11.1 MHWPL shall carry on and be deemed to have carried on its respective

business and activities and shall be deemed to have held and stood possessed

of and shall hold and stand possessed of its entire businesses and

undertaking(s) for and on account of and in trust for MHEPL.

11.2 MHWPL shall carry on its business and activities in the ordinary course of

business with reasonable diligence and business prudence.

11.3 All the profits or income accruing or arising to MHWPL or expenditure or

losses incurred or arising to MHWPL, shall for all purposes be treated and

deemed to be and accrue as the profits or income or expenditure or losses (as

the case may be) of MHEPL.

11.4 MHEPL shall be entitled, pending the sanction of the Scheme, to apply to the

Central Government and all other Government Authorities/Agencies

41

concerned as are necessary under any law for such consents, approvals and

sanctions which MHEPL may require to carry on the business of MHWPL.

12. SAVING OF CONCLUDED TRANSACTIONS

12.1 Subject to the terms of this Scheme, the transfer and vesting of the assets and

liabilities of MHWPL under clause 4 of this Scheme shall not affect any

transactions or proceedings already concluded by MHWPL before the

Appointed Date or concluded after the Appointed Date till the Effective Date,

to the end and intent that MHEPL accepts and adopts all acts, deeds and

things made, done and executed by MHWPL as acts, deeds and things made,

done and executed by or on behalf of MHEPL.

13. WINDING UP

13.1 On the Scheme becoming effective, MHWPL shall stand dissolved, without

being wound-up.

42

PART C

RESTRUCTURING INVOLVING CAPITAL REDUCTION OF EQUITY

SHARES OF MANIPAL HOSPITALS (JAIPUR) PRIVATE LIMITED

14. CAPITAL REDUCTION OF EQUITY SHARES OF MANIPAL

HOSPITALS (JAIPUR) PRIVATE LIMITED

14.1 The rationale for financial reduction of equity share capital of Manipal

Hospitals (Jaipur) Private Limited is as under:

14.1.1 MHJPL had acquired the hospital and post-acquisition MHJPL incurred

significant losses on account of expansion, diversification, stiff competition,

increase in staff cost and financial cost to fund the acquisition.

14.1.2 In order to show true and fair view of the balance sheet, it is prudent that out

of the total accumulated losses INR 100 crore be set-off against the paid-up

capital of MHJPL as on the Appointed Date, in accordance with the

provisions of Section 66 of the Act.

14.1.3 The restructuring will help MHJPL to reflect better operational efficiency and

reflect a true and fair view and positive impact on the key financial ratios of

MHJPL.

14.2 The restructuring is proposed in the form of reduction of equity capital of

MHJPL and will not cause any prejudice to the creditors of MHJPL. The

creditors of MHJPL are in no way affected by the proposed restructuring by

way of reduction of equity share capital as there is no reduction in the amount

of payable to any of the creditors, no compromise or arrangement is

contemplated with the creditors. Further, there is no actual outflow of funds

of MHJPL and the proposed restructuring would not in any way adversely

affect the ordinary operations of MHJPL or the ability to honour its

commitments or to pay its debts in the ordinary course of business.

43

14.3 The reduction of equity share capital as aforesaid shall be effected as a part of

the Scheme only as the same does not involve either diminution of liability in

respect of unpaid share capital or payment to any shareholder of any paid up

share capital.

14.4 It is clarified that reduction of equity share capital is for zero consideration

and it involves complete extinguishment of liability of MHJPL towards such

equity shares.

14.5 The reduction of the equity share capital as aforesaid shall be effected as a

part of the Scheme itself and not under a separate procedure in terms of

Section 66 of the Act, and the order of the Tribunal sanctioning the Scheme

shall be deemed to be an order under Section 66 of the Act confirming the

reduction.

14.6 Accordingly, upon the Scheme coming in to effect, and with effect from the

Appointed Date, the issued, subscribed and paid up share capital of MHJPL

shall stand cancelled by 10,00,00,000 equity shares of INR 10/- each, without

any further act or deed. On such cancellation as provided in this clause the

issued, subscribed and paid-up equity share capital shall stand reduced by

INR 100,00,00,000. The capital structure shall be as under:

Pre Reduction:





44

Post Reduction:




10,000 Equity Shares of INR 10/- each fully Paid-up 1,00,000

45

PART D

SLUMP SALE OF VIJAYAWADA UNIT OF MANIPAL HEALTH

ENTERPRISES PRIVATE LIMITED INTO MANIPAL HOSPITALS (JAIPUR)

PRIVATE LIMITED

15. TRANSFER AND VESTING OF VIJAYAWADA UNIT

15.1 Upon the Scheme becoming effective but with effect from Appointed Date,

the Vijayawada Unit of MHEPL in its entirety shall, pursuant to Sections 230

to 232 of the Act and any other relevant provisions of the Act (as may be

applicable) and without any further act, instrument, deed, matter, or thing,

be transferred to and vested in MHJPL by way of Slump Sale on a “going

concern basis” for lump sum consideration as set out hereinafter in the

Scheme.


effect from the Appointed Date, the entire business and undertaking

pertaining to Vijayawada Unit of MHEPL including all the debts, liabilities,

duties and obligations, including those arising on account of taxation laws

and other allied laws, pertaining to Vijayawada Unit of MHEPL of every

description and also including, without limitation, all the movable and

immovable properties and assets (whether tangible or intangible) pertaining

to Vijayawada Unit of MHEPL comprising, amongst others, all freehold land,

leasehold land, building, plants, motor vehicles, receivables, actionable

claims, furniture and fixtures, computers, medical, diagnostic instruments

and equipment’s, machineries, T.V sets, cameras, software, products, portals,

inventories, merchandising rights, websites, office equipment, electrical

installations, telephones, telex, facsimile and other communication facilities

and business licenses, permits, deposits, authorisations, approvals, insurance

cover of every description, lease, tenancy rights, permissions, incentives, if

any, and all other rights, patents, know-how, trademark, service mark, trade

46

secret, brands, registrations, product licenses, marketing authorisations or

other intellectual property rights, proprietary right, title, interest, contracts,

consent, approvals and rights and powers of every kind, nature and

description whatsoever, privileges, liberties, easements, advantages, benefits

and approvals, shall, under the applicable provisions of the Act, and pursuant

to the order of the Tribunal sanctioning this Scheme and without further act,

instrument or deed, but subject to the charges affecting the same as on the

Effective Date, be transferred and/or deemed to be transferred to and vested

in MHJPL, so as to become the properties, assets, rights, debts, liabilities,

duties and obligations, business and undertaking of MHJPL.





form pertaining to Vijayawada Unit of MHEPL will be transferred to and

vested in MHJPL by virtue of this Scheme.


obligations pertaining to Vijayawada Unit of MHEPL as on the Appointed

Date provided for in the books of account of MHEPL and all other liabilities

which may accrue or arise after the Appointed Date but which relate to the

period on or up to the day of the Appointed Date shall be the debts, liabilities,

duties and obligations of MHJPL including any encumbrance on the assets

pertaining to Vijayawada Unit of MHEPL or on any income earned from

those assets.

15.5 With effect from the Appointed Date, all inter-party transactions between the

Vijayawada Unit of MHEPL and MHJPL shall be considered as intra-party

transactions for all purposes from the Appointed Date.

47




at any time in future become due between the Vijayawada Unit of MHEPL

and MHJPL shall, ipso facto, stand discharged and come to an end and there

shall be no liability in that behalf on any party and appropriate effect shall be

given in the books of accounts and records of MHJPL and MHEPL. It is

hereby clarified that there will be no accrual of interest or other charges in

respect of any inter-company loans, advances and other obligations with

effect from the Appointed Date.


as on the Appointed Date and those created by MHEPL for Vijayawada Unit

after the Appointed Date, over the assets comprised in Vijayawada Unit or

any part thereof transferred to MHJPL by virtue of this Scheme and in so far

as such securities, mortgages, charges, encumbrances or liens secure or relate

to liabilities of Vijayawada Unit , the same shall, after the Effective Date,

continue to relate and attach to such assets or any part thereof to which they

are related or attached prior to the Effective Date and as are transferred to

MHJPL, and such securities, mortgages, charges, encumbrances or liens shall

not relate or attach to any of the other assets of MHJPL, provided however

that no encumbrances shall have been created by Vijayawada Unit of MHEPL

over its assets after the date of filing of the Scheme without the prior written

consent of the Board of Directors of MHJPL.

The existing encumbrances over the assets and properties of MHJPL or any

part thereof which relate to the liabilities and obligations of MHJPL prior to


and shall not extend or attach to any of the assets and properties of the

Vijayawada Unit of MHEPL transferred to and vested in MHJPL by virtue of

this Scheme.

48


condition of the liabilities of Vijayawada Unit of MHEPL transferred to

MHJPL is modified by virtue of this Scheme except to the extent that such

amendment is required statutorily or by necessary implication.





of the Vijayawada Unit of MHEPL, special status and other benefits or

privileges enjoyed or conferred upon or held or availed of by Vijayawada

Unit of MHEPL and all rights and benefits that have accrued or which may

accrue to Vijayawada Unit of MHEPL, whether before or after the Appointed

Date shall stand vested in or transferred to MHJPL, pursuant to the Scheme,

without any further act or deed and shall remain valid, effective and

enforceable on the same terms and conditions and shall be appropriately

mutated by the statutory authorities concerned in favour of MHJPL upon the

vesting and transfer of the Vijayawada Unit of MHEPL pursuant to this

Scheme.

15.10 The slump sale of Vijayawada Unit of MHEPL into MHJPL, pursuant to and

in accordance with this Scheme, shall take place with effect from the

Appointed Date and shall be in accordance with Section 2(42C) of the

Income-tax Act, 1961. This Scheme has been drawn up to comply with the

conditions relating to “slump sale” as specified under Section 2(42C) of the

Income-tax Act, 1961. At a later date, if any term or provision of the Scheme

is found or interpreted to be inconsistent with any provision thereof,

including resulting from an amendment of law or for any reason whatsoever,

the Scheme shall stand modified to the extent determined necessary to

49

comply with Section 2(42C) of the Income-tax Act, 1961. Such modification

will however not affect other parts of the Scheme.

16. STAFF, WORKMEN AND EMPLOYEES

16.1 On the Scheme becoming effective, all staff, workmen and employees of the

Vijayawada Unit of MHEPL in service on the Effective Date shall be deemed

to have become staff, workmen and employees of MHJPL with effect from

later of the Appointed Date or actual date of joining, without any break or


terms and conditions of their employment with MHJPL (i.e. cost to company


them with reference to their employment with Vijayawada Unit of MHEPL

on the Effective Date.




of Vijayawada Unit of MHEPL shall become trusts/ funds of MHJPL for all

purposes whatsoever in relation to the administration or operation of such

fund or funds or in relation to the obligation to make contributions to the said

funds/ trusts in accordance with the provisions thereof as per the terms


rights, duties, powers and obligations of Vijayawada Unit of MHEPL in

relation to such funds/trusts shall become those of MHJPL. It is clarified that,

for the purpose of the said funds/trusts, the services of the staff, workmen

and employees of Vijayawada Unit of MHEPL will be treated as having been

continuous with MHJPL from the date of employment as reflected in the

records of Vijayawada Unit of MHEPL.

50


17.1 If any suit, appeal or other proceeding of whatever nature by or against

Vijayawada Unit of MHEPL is pending, including those arising on account of

taxation laws and other allied laws, the same shall not abate or be

discontinued or in any way be prejudicially affected by reason of this

arrangement or by anything contained in this Scheme, but the said suit,

appeal or other legal proceedings may be continued, prosecuted and enforced

by or against MHJPL, in the same manner and to the same extent as it would

or might have been continued, prosecuted and enforced by or against

Vijayawada Unit of MHEPL, as if this Scheme had not been made.


PART



entitlements, sanctions, permits benefits, privileges pertaining to drug,

medical, diagnostic and pharma industry (whether proprietary or otherwise),

rights arising from contracts, deeds, licenses, instruments and agreements, if

any, of whatsoever nature to which Vijayawada Unit of MHEPL is a party

and subsisting or having effect on the Effective Date, shall be in full force and

effect against or in favour of MHJPL, as the case may be, and may be enforced

by or against MHJPL as fully and effectually as if, instead of Vijayawada Unit

of MHEPL, MHJPL had been a party thereto, notwithstanding the terms


registrations, approvals and other instruments.

18.2 MHJPL shall enter into and/ or issue and/ or execute deeds, writings or


novations, to which MHEPL will, if necessary, also be party in order to give

formal effect to the provisions of this Scheme, if so required. Further, MHJPL

51


confirmations on behalf of Vijayawada Unit of MHEPL and to implement or

carry out all formalities required on the part of Vijayawada Unit of MHEPL

to give effect to the provisions of this Scheme.

19. TAXATION MATTERS



payable by Vijayawada Unit of MHEPL in respect of the operations or profits

or assets of Vijayawada Unit of MHEPL from the Appointed Date, shall be on

account of MHJPL and, in so far as it relates to any tax payment (including,

without limitation, income tax, minimum alternate tax, dividend distribution

tax, wealth tax, sales tax, custom duty, service tax, value added tax, central

sales tax, GST, etc.) whether by way of deduction at source, advance tax or

otherwise howsoever, by Vijayawada Unit of MHEPL in respect of its profits

or activities or operation or assets with effect from the Appointed Date, the

same be deemed to be the corresponding item paid by MHJPL, and shall in

all proceedings be dealt with accordingly.

19.2 MHEPL and/or MHJPL shall be entitled to revise and file income tax returns,

sales tax / value added return, service tax returns, GST return, and other

returns, and to claim refunds/ credits, pursuant to the provisions of this

Scheme. MHJPL shall be entitled to such tax benefits, including the benefit of

depreciation as admissible under the provisions of the Income-tax Act, 1961

to the extent applicable, of Vijayawada Unit of MHEPL from the taxable

profits of MHJPL with effect from the Appointed Date. Further, all existing

and future benefits/ claim/ relief under the provisions of Income-tax Act,

1961 shall be available to MHJPL in the same manner and to the extent as

those were available otherwise to Vijayawada Unit of MHEPL upon

fulfilment of the prescribed conditions. MHJPL shall continue to enjoy the tax

52

benefits and concessions provided to Vijayawada Unit of MHEPL by the

concerned authorities.

19.3 MHJPL shall be deemed to be authorised under this Scheme to execute any




20. CONSIDERATION

20.1 The lumpsum consideration for the slump sale of Vijayawada Unit of MHEPL

into MHJPL is INR 48,55,89,442/- (Forty eight crore fifty five lakhs eighty

nine thousand four hundred and forty two only).

20.2 Upon this Scheme becoming effective, MHJPL shall discharge consideration

by way of issue/ allotment of its equity shares, without any further

application or deed, issue and allot equity shares, credited as fully paid-up,

to the extent indicated below, to MHEPL (“New Equity shares”), as under:

“4,85,58,944 (Four crore eighty five lakh fifty eight thousand nine hundred

and forty four) fully paid-up equity share of INR 10/- each of MHJPL shall

be issued and allotted to MHEPL at par”

20.3 The New Equity shares to be issued to MHEPL pursuant to clause 20.2 shall

be in multiples of 1. Any issue of fractional shares, shall be rounded-off to the

nearest whole number.

20.4 The New Equity shares to be issued to MHEPL under clause 20.2 above shall

be subject to the Memorandum and Articles of Association of MHJPL and

shall rank pari passu with the existing equity shares of MHJPL in all respects

including dividend, save and except that the said equity shares shall be

eligible for dividend for the period commencing after the Effective Date.

53

20.5 Subject to the provisions of clauses above, MHJPL shall, if necessary, suitably

increase its authorised share capital for allotment of New Equity shares to

MHEPL.

21. ACCOUNTING TREATMENT IN THE BOOKS OF MHJPL

21.1 Upon the Scheme becoming effective, MHJPL shall, record all the assets and

liabilities pertaining to the Vijayawada Unit of MHEPL vested in it pursuant

to this Scheme, at their respective book values as at the close of the business

as on the day immediately preceding the Appointed Date .

21.2 The face value of the New Equity shares of MHJPL issued pursuant to this

Scheme shall be credited to the Equity Share Capital account in the books of

MHJPL.

21.3 Surplus/ deficit arising out of the value of assets and liabilities as recorded in

clause 21.1 and the face value of New Equity shares issued as mentioned in

clause 21.2 will be adjusted in accordance with the “Pooling of Interest

Method” as prescribed under Appendix C of Ind AS 103 “Business

Combinations” prescribed under the Act.

21.4 In case of any differences in accounting policies between MHEPL and MHJPL

the accounting policies followed by MHJPL shall prevail to ensure that the

financial statements reflect the financial position on the basis of consistent

accounting policies.


22.1 Upon the Scheme becoming effective, the book value of all assets and

liabilities which cease to be assets and liabilities of MHEPL shall be reduced

by MHEPL at their respective book values.

54

22.2 The face value of the New Equity shares of MHJPL received pursuant to this

Scheme shall be debited to the Investment in MHJPL Account in the books of

MHEPL.

22.3 Surplus/ deficit arising out of the value of assets and liabilities as transferred

as per clause 22.1 and post enhancing the face value of New Equity shares of

MHJPL received as per clause 22.2 will be adjusted in accordance with the

“Pooling of Interest Method” as prescribed under Appendix C of Ind AS 103

“Business Combinations” prescribed under the Act.


DATE


23.1 MHEPL shall carry on and be deemed to have carried on business and

activities and shall be deemed to have held and stood possessed of and shall

hold and stand possessed of Vijayawada Unit for and on account of and in

trust for MHJPL.

23.2 MHEPL shall carry on its business and activities in the ordinary course of

business of Vijayawada Unit with reasonable diligence and business

prudence.

23.3 All the profits or income accruing or arising to MHEPL pertaining to

Vijayawada Unit or expenditure or losses incurred or arising to MHEPL

pertaining to Vijayawada Unit, shall for all purposes be treated and deemed

to be and accrue as the profits or income or expenditure or losses (as the case

may be) of MHJPL.

23.4 MHJPL shall be entitled, pending the sanction of the Scheme, to apply to the



55

sanctions which MHJPL may require to carry on the business of Vijayawada

Unit of MHEPL.


Subject to the terms of this Scheme, the transfer and vesting of Vijayawada Unit

of MHEPL under clause 15 of this Scheme shall not affect any transactions or

proceedings already concluded by Vijayawada Unit of MHEPL on or from the


to the end and intent that MHJPL accepts and adopts all acts, deeds and things

made, done and executed by Vijayawada Unit of MHEPL as acts, deeds and

things made, done and executed by or on behalf of MHJPL.

56

PART E

DEMERGER OF JAIPUR UNIT OF MANIPAL HOSPITALS (JAIPUR) PRIVATE

LIMITED INTO MANIPAL HEALTH ENTERPRISES PRIVATE LIMITED

25. TRANSFER AND VESTING OF JAIPUR UNIT

25.1 Post giving effect to Part C and D of this Scheme, but with effect from

Appointed Date, the Jaipur Unit of MHJPL in its entirety shall, pursuant to

Sections 230 to 232 of the Act and any other relevant provisions of the Act (as

may be applicable) and without any further act, instrument, deed, matter, or

thing, be transferred to and vested in MHEPL by way of demerger on a

“going concern basis”.


effect from the Appointed Date, the entire business and undertaking

pertaining to Jaipur Unit of MHJPL including all the debts, liabilities, duties

and obligations, including those arising on account of taxation laws and other

allied laws, pertaining to Jaipur Unit of MHJPL of every description and also

including, without limitation, all the movable and immovable properties and

assets (whether tangible or intangible) pertaining to Jaipur Unit of MHJPL

comprising, amongst others, all freehold land, leasehold land, building,

plants, motor vehicles, receivables, actionable claims, furniture and fixtures,

computers, medical, diagnostic instruments and equipment’s, machineries,

T.V sets, cameras, software, products, portals, Inventories, merchandising

rights, websites, office equipment, electrical installations, telephones, telex,

facsimile and other communication facilities and business licenses, permits,

deposits, authorisations, approvals, insurance cover of every description,

lease, tenancy rights, permissions, incentives, if any, and all other rights,

patents, know-how, trademark, service mark, trade secret, brands,

registrations, product licenses, marketing authorisations or other intellectual

57

property rights, proprietary right, title, interest, contracts, consent, approvals

and rights and powers of every kind, nature and description whatsoever,

privileges, liberties, easements, advantages, benefits and approvals, shall,

under the applicable provisions of the Act, and pursuant to the order of the

Tribunal sanctioning this Scheme and without further act, instrument or

deed, but subject to the charges affecting the same as on the Effective Date,

be transferred and/or deemed to be transferred to and vested in MHEPL, so

as to become the properties, assets, rights, debts, liabilities, duties and

obligations, business and undertaking of MHEPL.


obligations pertaining to Jaipur Unit of MHJPL as on the Appointed Date

provided for in the books of account of MHJPL and all other liabilities which

may accrue or arise after the Appointed Date but which relate to the period

on or up to the day of the Appointed Date shall be the debts, liabilities, duties

and obligations of MHEPL including any encumbrance on the assets

pertaining to Jaipur Unit of MHJPL or on any income earned from those

assets.





form pertaining to Jaipur Unit of MHJPL will be transferred to and vested in

MHEPL by virtue of this Scheme.

25.5 With effect from the Appointed Date, all inter-party transactions between the

Jaipur Unit of MHJPL and MHEPL shall be considered as intra-party

transactions for all purposes from the Appointed Date.

58




at any time in future become due between the Jaipur Unit of MHJPL and

MHEPL shall, ipso facto, stand discharged and come to an end and there shall

be no liability in that behalf on any party and appropriate effect shall be given

in the books of accounts and records of MHEPL and MHJPL. It is hereby

clarified that there will be no accrual of interest or other charges in respect of

any inter-company loans, advances and other obligations with effect from the

Appointed Date.


as on the Appointed Date and those created by MHJPL for Jaipur Unit after

the Appointed Date, over the assets comprised in Jaipur Unit or any part

thereof transferred to MHEPL by virtue of this Scheme and in so far as such

securities, mortgages, charges, encumbrances or liens secure or relate to

liabilities of Jaipur Unit , the same shall, after the Effective Date, continue to

relate and attach to such assets or any part thereof to which they are related

or attached prior to the Effective Date and as are transferred to MHEPL, and

such securities, mortgages, charges, encumbrances or liens shall not relate or

attach to any of the other assets of MHEPL, provided however that no

encumbrances shall have been created by Jaipur Unit of MHJPL over its assets

after the date of filing of the Scheme without the prior written consent of the

Board of Directors of MHEPL.

25.8 The existing encumbrances over the assets and properties of MHEPL or any

part thereof which relate to the liabilities and obligations of MHEPL prior to


and shall not extend or attach to any of the assets and properties of the Jaipur

Unit of MHJPL transferred to and vested in MHEPL by virtue of this Scheme.

59


condition of the liabilities of Jaipur Unit of MHJPL transferred to MHEPL is

modified by virtue of this Scheme except to the extent that such amendment

is required statutorily or by necessary implication.





of the Jaipur Unit of MHJPL, special status and other benefits or privileges

enjoyed or conferred upon or held or availed of by Jaipur Unit of MHJPL and

all rights and benefits that have accrued or which may accrue to Jaipur Unit

of MHJPL, whether before or after the Appointed Date shall stand vested in

or transferred to MHEPL, pursuant to the Scheme, without any further act or

deed and shall remain valid, effective and enforceable on the same terms and

conditions and shall be appropriately mutated by the statutory authorities

concerned in favour of MHEPL upon the vesting and transfer of the Jaipur

Unit of MHJPL pursuant to this Scheme.

25.11 The demerger of Jaipur Unit of MHJPL into MHEPL, pursuant to and in

accordance with this Scheme, shall take place with effect from the Appointed

Date and shall be in accordance with Section 2(19AA) of the Income-tax Act,

1961. This Scheme has been drawn up to comply with the conditions relating

to “demerger” as specified under Section 2(19AA) of the Income-tax Act,

1961. At a later date, if any term or provision of the Scheme is found or

interpreted to be inconsistent with any provision thereof, including resulting

from an amendment of law or for any reason whatsoever, the Scheme shall

stand modified to the extent determined necessary to comply with Section

2(19AA) of the Income-tax Act, 1961. Such modification will however not

affect other parts of the Scheme.

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26. STAFF, WORKMEN AND EMPLOYEES

26.1 On the Scheme becoming effective, all staff, workmen and employees of the

Jaipur Unit of MHJPL in service on the Effective Date shall be deemed to have

become staff, workmen and employees of MHEPL with effect from later of

the Appointed Date or the actual date of joining, without any break or


terms and conditions of their employment with MHEPL (i.e. Cost to company


them with reference to their employment with Jaipur Unit of MHJPL on the

Effective Date.




of Jaipur Unit of MHJPL shall become trusts/ funds of MHEPL for all

purposes whatsoever in relation to the administration or operation of such

fund or funds or in relation to the obligation to make contributions to the said

funds/trusts in accordance with the provisions thereof as per the terms


rights, duties, powers and obligations of Jaipur Unit of MHJPL in relation to

such funds/trusts shall become those of MHEPL. It is clarified that, for the

purpose of the said funds/trusts, the services of the staff, workmen and

employees of Jaipur Unit of MHJPL will be treated as having been continuous

with MHEPL from the date of employment as reflected in the records of

Jaipur Unit of MHJPL.


27.1 If any suit, appeal or other proceeding of whatever nature by or against Jaipur

Unit of MHJPL is pending, including those arising on account of taxation laws

and other allied laws, the same shall not abate or be discontinued or in any

61

way be prejudicially affected by reason of the arrangement by anything

contained in this Scheme, but the said suit, appeal or other legal proceedings

may be continued, prosecuted and enforced by or against MHEPL, in the

same manner and to the same extent as it would or might have been

continued, prosecuted and enforced by or against Jaipur Unit of MHJPL, as if

this Scheme had not been made.


PART



entitlements, sanctions, permits benefits, privileges pertaining to drug,

medical, diagnostic and pharma industry (whether proprietary or otherwise),

rights arising from contracts, deeds, licenses, instruments and agreements, if

any, of whatsoever nature to which Jaipur Unit of MHJPL is a party and

subsisting or having effect on the Effective Date, shall be in full force and

effect against or in favour of MHEPL, as the case may be, and may be enforced

by or against MHEPL as fully and effectually as if, instead of Jaipur Unit of

MHJPL, MHEPL had been a party thereto, notwithstanding the terms


registrations, approvals and other instruments.

28.2 MHEPL shall enter into and/ or issue and/ or execute deeds, writings or


novations, to which MHJPL will, if necessary, also be party in order to give

formal effect to the provisions of this Scheme, if so required. Further, MHEPL


confirmations on behalf of Jaipur Unit of MHJPL and to implement or carry

out all formalities required on the part of Jaipur Unit of MHJPL to give effect

to the provisions of this Scheme.

62

29. TAXATION MATTERS



payable by Jaipur Unit of MHJPL in respect of the operations or profits or

assets of Jaipur Unit of MHJPL before and/or from the Appointed Date (as

applicable), shall be on account of MHEPL and, in so far as it relates to any

tax payment (including, without limitation, income tax, minimum alternate

tax, dividend distribution tax, wealth tax, sales tax, custom duty, service tax,

value added tax, central sales tax, GST, etc.) whether by way of deduction at

source, advance tax or otherwise howsoever, by Jaipur Unit of MHJPL in

respect of its profits or activities or operation or assets with effect from the

Appointed Date, the same be deemed to be the corresponding item paid by

MHEPL, and shall in all proceedings be dealt with accordingly.

29.2 Any refund under the tax laws due to Jaipur Unit of MHJPL consequent to

the assessment made on Jaipur Unit of MHJPL and for which no credit is

taken in accounts as on the date immediately preceding the Appointed Date

shall also belong to and be received by MHEPL.

29.3 MHJPL/MHEPL (as applicable) shall be entitled to revise and file income tax

returns, sales tax / value added tax return, service tax returns, GST returns,

and other returns, and to claim refunds/ credits, pursuant to the provisions

of this Scheme. MHEPL shall be entitled to such tax benefits including the

benefit of brought forward losses or depreciation as admissible under the

provisions of the Income-tax Act, 1961 to the extent applicable, including but

not limited to eligibility to claim deduction for expenses under Section 40(a)

and/ or 43B of the Income-tax Act, 1961, of Jaipur Unit of MHJPL from the

taxable profits of MHEPL with effect from the Appointed Date. Further, all

existing and future benefits/ claim/ relief under the provisions of Income-

tax Act, 1961 shall be available to MHEPL in the same manner and to the

63

extent as those were available otherwise to Jaipur Unit of MHJPL upon

fulfilment of the prescribed conditions. MHEPL shall continue to enjoy the

tax benefits and concessions provided to Jaipur Unit of MHJPL by the

concerned authorities.

29.4 Any refund/ credit/ claim benefits/ incentives under any tax laws due to

Jaipur Unit of MHJPL (including but not limited to advance tax, self-

assessment tax, regular assessment tax, service tax, CENVAT, minimum

alternative tax, value added tax, central sales tax, GST, etc.) shall belong to

and be received by MHEPL. Without prejudice to the generality of the

aforesaid provision, all the benefits under the various incentive Schemes and

policies that Jaipur Unit of MHJPL is entitled to, in relation to their operation,

shall upon the Scheme becoming effective and with effect from the Appointed

Date be transferred to and vested in MHEPL and all the benefits, entitlements

and incentives of any nature whatsoever, including minimum alternate tax

credit entitlement, shall be claimed by MHEPL and these shall relate back to

the Appointed Date as if MHEPL was originally entitled to all benefits under

such incentives schemes and/ or policies.

29.5 MHEPL shall be deemed to be authorised under this Scheme to execute any




30. CONSIDERATION

30.1 The entire share capital of MHJPL is held by MHEPL and its nominees. i.e.

MHJPL is a wholly-owned subsidiary of MHEPL. Upon the Scheme

becoming effective, no shares of MHEPL shall be allotted in lieu or exchange

for the demerger of Jaipur Unit of MHJPL, as the entire share capital of

MHJPL is held by MHEPL.

64


31.1 Upon the Scheme becoming effective, MHEPL shall, record all the assets and

liabilities pertaining to the Jaipur Unit of MHJPL vested in it pursuant to this

Scheme, at their respective book values as at the close of the business as on

the day immediately preceding the Appointed Date.

31.2 The excess or deficit of the value of Net Assets of Jaipur Unit of MHJPL

recorded by MHEPL will be adjusted in accordance with the “Pooling of

Interest Method” as prescribed under Appendix C of Ind AS 103 “Business

Combinations” prescribed under the Act.

Explanation:

“Net Assets” shall be computed as the book value of the assets of MHJPL

pertaining to the Jaipur Unit transferred to MHEPL less the book value of the

liabilities pertaining to Jaipur Unit transferred to MHEPL.

31.3 In case of any differences in accounting policies between MHJPL and

MHEPL, the accounting policies followed by MHEPL shall prevail to ensure

that the financial statements reflect the financial position on the basis of

consistent accounting policies.

32. ACCOUNTING TREATMENT IN THE BOOKS OF MHJPL

32.1 Upon the Scheme becoming effective, the excess or deficit of the value of Net

Assets of Jaipur Unit of MHJPL transferred to MHEPL pursuant to the

Scheme will be adjusted in accordance with the “Pooling of Interest Method”

as prescribed under Appendix C of Ind AS 103 “Business Combinations”

prescribed under the Act.

32.2 If the adjustment as detailed in clause 32.1 of this Scheme results in surplus,

then such surplus shall be adjusted against the Retained Earnings Profit and

65

Loss Account (to the extent of debit balance) as appearing in the Balance Sheet

of MHJPL as on Appointed Date.


DATE


33.1 MHJPL shall carry on and be deemed to have carried on its respective

business and activities and shall be deemed to have held and stood possessed

of and shall hold and stand possessed of Jaipur Unit for and on account of

and in trust for MHEPL.

33.2 MHJPL shall carry on its respective business and activities in the ordinary

course of business of Jaipur Unit with reasonable diligence and business

prudence.

33.3 All the profits or income accruing or arising to MHJPL pertaining to Jaipur

Unit or expenditure or losses incurred or arising to MHJPL pertaining to

Jaipur Unit, shall for all purposes be treated and deemed to be and accrue as

the profits or income or expenditure or losses (as the case may be) of MHEPL.

33.4 MHEPL shall be entitled, pending the sanction of the Scheme, to apply to the



sanctions which MHEPL may require to carry on the business of Jaipur Unit

of MHJPL.


34.1 Subject to the terms of this Scheme, the transfer and vesting Jaipur Unit of

MHJPL under clause 25 of this Scheme shall not affect any transactions or

proceedings already concluded by Jaipur Unit of MHJPL on or from the

66


to the end and intent that MHEPL accepts and adopts all acts, deeds and

things made, done and executed by Jaipur Unit of MHJPL as acts, deeds and

things made, done and executed by or on behalf of MHEPL.

67

PART F

IND AS IMPACT ON THE SCHEME IN THE BOOKS OF MANIPAL

HEALTH ENTERPRISES PRIVATE LIMITED

35. FIRST TIME ADOPTION OF IND AS

35.1 The Ministry of Corporate Affairs (“MCA”), notified the Companies (Indian

Accounting Standards) Rules 2015 on February 16, 2015 laying down the

roadmap for application of IFRS Converged Standards to Indian companies

other than Banking companies, Insurance companies and Non-Banking

Finance Companies (“NBFCs”). The MCA has notified Ind AS for mandatory

application to companies under 2 Phases:

35.1.1 Phase 1 – Application of Ind AS is mandatory from financial year beginning

on or after April 01, 2016, for the following companies:

35.1.1.1 Companies whose equity or debt securities are listed or are in the

process of being listed on any stock exchange in India or outside

India and having net worth of rupees five hundred crore or more;

35.1.1.2 Companies other than clause 35.1.1.1 and having net worth of rupees

five hundred crore or more;

35.1.1.3 Holding, subsidiary, joint venture or associate companies of

companies covered by clause 35.1.1.1 and 35.1.1.2.

35.1.2 Phase 2 – Application of Ind AS is mandatory from financial year beginning

on or after April 01, 2017, for the following companies

35.1.2.1 Companies whose equity or debt securities are listed or are in the

process of being listed on any stock exchange in India or outside

India and having net worth of less than rupees five hundred crore;

68

35.1.2.2 Companies other than those covered in clause 35.1.2.1, that is,

unlisted companies having net worth of rupees two hundred and

fifty crore or more but less than rupees five hundred crore;

35.1.2.3 Holding, subsidiary, joint venture or associate companies of

companies covered by clause 35.1.2.1 and 35.1.2.2.

Explanation:

“Net-worth” of a company is to be computed in accordance with its stand-

alone financial statement as on March 31, 2014 or the first audited financial

statement for accounting period which ends after that date.

35.2 The objective of Ind AS 101 – “First-time Adoption of Indian Accounting

Standards” is to ensure that an entity’s first Ind AS financial statements, and

its interim financial reports for part of the period covered by those financial

statements, contain high quality information that:

(a) is transparent for users and comparable over all periods presented;

(b) provides a suitable starting point for accounting in accordance with Ind

AS; and

(c) can be generated at a cost that does not exceed the benefits.

35.3 Ind AS 101 – First-time Adoption of Indian Accounting Standards para 30

provides that if an entity uses fair value in its opening Ind AS Balance Sheet

as deemed cost for an item of property, plant and equipment, an investment

property or an intangible asset, the entity’s first Ind AS financial statements

shall disclose, for each line item in the opening Ind AS Balance Sheet:

(a) the aggregate of those fair values; and

(b) the aggregate adjustment to the carrying amounts reported under

previous GAAP.

69

35.4 Further, clause D5 of Appendix D to Ind AS 101 states as follows “An entity

may elect to measure an item of property, plant and equipment at the date of

transition to Ind AS at its fair value and use that fair value as its deemed cost

at that date”.

35.5 Based on the above, MHEPL proposes to disclose its identified assets as at

April 1, 2015 at their respective fair values on such date as per the relevant

provisions of Ind AS. MHEPL shall record the difference in fair value of such

identified assets against their existing book values and shall recognise gain/

loss directly in retained earnings (as appearing in the Balance Sheet of

MHEPL) as at the date of transition to Ind AS.

35.5.1 The net result of the adjustment in relation to adoption of Ind AS 101 (to the

extent applicable pursuant to clause 35.5 of this Scheme) shall be adjusted

against the balances of the following reserve(s) in the order of priority

detailed below:

35.5.1.1 Debit balance of reserves (if any) created pursuant to giving effect to

Part B, D and E of this Scheme;

35.5.1.2 Debit balance of “Amalgamation Adjustment Reserve” existing in its

books of accounts as at close of business as on the day immediately

preceding the Appointed Date.

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PART G

THE GENERAL TERMS AND CONDITIONS APPLICABLE TO THIS SCHEME

AND OTHER MATTERS CONSEQUENTIAL AND INTEGRALLY

CONNECTED THERETO

36. CONDITIONALITY OF THE SCHEME

36.1 This Scheme is and shall be conditional upon and subject to:

i. The requisite consent, approval or permission of the Central

Government or any Government Authorities, which by law may be

necessary for the implementation of this Scheme;

ii. The approval by the requisite majority of the members / creditors of

MHJPL, MHWPL and MHEPL as may be directed by the Tribunal;

iii. The sanction of the Tribunal being obtained under Sections 230 to 232

read with Section 66 of the Act and other applicable provisions of the

Act, on behalf of MHJPL, MHWPL and MHEPL;

iv. The certified copies of the orders of the Tribunal sanctioning the

Scheme are filed with the Registrar of Companies; and

v. Compliance with such other conditions as may be imposed by the

Tribunal.

37. APPLICATION TO TRIBUNAL

37.1 MHJPL, MHWPL and MHEPL shall, with all reasonable despatch, make and

file applications/ petitions under Sections 230 to 232 of the Act and other

applicable provisions of the Act to the Tribunal for seeking approval of the

Scheme and for such other order as Tribunal may deem fit bringing the

Scheme into effect and all matter ancillary or incidental thereto, within whose

jurisdiction the registered offices of MHJPL, MHWPL and MHEPL are

71

situated, for sanctioning the Scheme and for dissolution of MHWPL without

being wound-up.

38. MODIFICATION OR AMENDMENTS TO THE SCHEME

38.1 MHJPL, MHWPL and MHEPL by their respective Board of Directors may

make and / or consent to any modifications / amendments to the Scheme or

to any conditions or limitations that the Tribunal or any other authority may

deem fit to direct or impose or which may otherwise be considered necessary,

desirable or appropriate by them (i.e. the Board of Directors). MHJPL,

MHWPL and MHEPL by their respective Board of Directors shall be

authorised to take all such steps as may be necessary, desirable or proper to

resolve any doubts, difficulties or questions whether by reason of any

directive or order of any authority or otherwise however arising out of or

under or by virtue of the Scheme and/or any matter concerned or connected

therewith.

39. EFFECT OF NON-RECEIPT OF APPROVALS

39.1 In the event any of the approvals or conditions enumerated in the Scheme not

being obtained or complied with, or for any other reason, the Scheme cannot

be implemented, the Board of Directors of MHJPL, MHWPL and MHEPL

shall mutually waive such conditions as they consider appropriate to give

effect, as far as possible, to this Scheme and failing such mutual agreement,

or in case the Scheme is not sanctioned by the Tribunal, the Scheme shall

72

become null and void and each party shall bear and pay their respective costs,

charges and expenses in connection with the Scheme.

40. TRANSITION OF BANK ACCOUNTS AND PENDING BANK

TRANSACATIONS

40.1 Even after the Scheme becomes effective, MHEPL shall be entitled to operate

all bank accounts of MHWPL and realise all monies and complete and enforce

all pending contracts and transactions in respect of MHWPL in the name of

MHWPL in so far as may be necessary until the transfer of rights and

obligations of MHWPL to MHEPL under this Scheme is formally accepted by

the parties concerned.

41. BOARD RESOLUTIONS OF MHWPL

41.1 Upon the Scheme coming into effect, with effect from the Appointed Date,

the resolutions, if any, of MHWPL, which are valid and subsisting on the

Effective Date, shall continue to be valid and subsisting and be considered as

resolutions of MHEPL. If any such resolutions have any monetary limits

approved as per the provisions of the Act, or any other applicable statutory

provisions, then such limits shall be added to the limits, if any, under like

resolutions passed by MHEPL and shall constitute the aggregate of the said

limits in MHEPL.

42. SEVERABILITY

42.1 If any part of this Scheme is held invalid, ruled illegal/ unenforceable for any

reason whether under present or future laws by the Tribunal, parties or any

other government authorities/ person(s) as applicable under the Act, then it

is the intention of the parties that such part shall be severable from the

remainder of this Scheme and this Scheme shall not be affected thereby,

73

unless the deletion of such part shall cause this Scheme to become materially

adverse to any party, in which case the parties shall attempt to bring about a

modification in this Scheme, as will best preserve for the parties the benefits

and obligations of this Scheme, including but not limited to such part.

43. COSTS, CHARGES AND EXPENSES

43.1 All costs, charges, expenses, taxes including duties, levies and all other

expenses, if any arising out of, or incurred in carrying out and implementing

this Scheme and matters incidental thereto, shall be borne by MHEPL.

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Annexure 2

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Form No. MGT-11 PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN: U85110KA2010PTC052540

Name of the company: Manipal Health Enterprises Private Limited


Name of the Member (s):

Registered address

E-mail Id

Folio No. / Client Id

DP Id

I/We, being member (s) of __________, shares of the above named company hereby appoint 1. Name:

Address: E-mail Id: Signature: ……………………., or failing him

2. Name: Address: E-mail Id: Signature: ……………………., or failing him

3. Name: Address: E-mail Id: Signature: …………………….

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the NCLT Convened Meeting of the Company, to be held on Monday, the 21st day of August, 2017 at 10.00 AM at #98/2, Rustom Bagh, HAL Airport Road, Bengaluru - 560 017 and at any adjournment thereof in respect of such resolutions as are indicated below:

Signed this………….… day of……………………….……… 2017 ………………………………. Signature of shareholder …………………………. Signature of Proxy holder(s)

ITEM Optional

For Against

To approve the arrangement embodied in the Composite Scheme of Arrangement of Manipal Hospitals (Jaipur) Private Limited (“MHJPL”) and Manipal Hospitals (Whitefield) Private Limited (“MHWPL”) and Manipal Health Enterprises Private Limited (“MHEPL”)

Affix Re 1 Revenue Stamp

99

Notes: 1. Please affix revenue stamp before putting signature. 2. Proxy need not be a member of the Company. 3. All alterations made in the Proxy Form should be initialed. 4. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend

and vote and the proxy need not be a member of the Company. A person can act as proxy on behalf of members not exceeding 50 (Fifty) and holding in the aggregate not more than 10 (Ten) percent of the total share capital of the Company carrying voting rights. However, a member holding more than 10 (Ten) percent of the total share capital of the Company may appoint a single person as proxy and such person shall not act as proxy for any other person or Shareholder.

5. The Proxy (ies), to be effective shall be duly filled, stamped, signed and deposited, not less than 48 (Forty Eight) hours before the commencement of the meeting at the registered office of Manipal Health Enterprises Private Limited, The Annexe, #98/2, Rustom Bagh, HAL Airport Road, Bengaluru - 560 017.

6. Proxy authorised by an Equity Shareholder which is a body corporate should carry the true copy of the Resolution passed by the Board of Directors or other governing body of such body corporate, certified by a Director, Manager, Secretary or other authorised officer of such body corporate, to this effect. Such Resolution should be lodged with the Company at its registered office not later than 48 (Forty Eight) hours before the time scheduled / fixed for the said Meeting.

7. Proxy should carry a valid proof of identity like PAN card, Aadhar card, Driving License, Passport, etc.

8. Appointing a proxy does not prevent a member from attending the meeting in person if he/she so wishes.

9. In case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

10. In case of multiple proxies, the Proxy, later in time shall be accepted. 11. Strike out what is not necessary.

100



CIN: U85110KA2010PTC052540

Telephone Number: +91 80 49360300

Fax Number: +91 80 49360396

Website: www.manipalhospitals.com

Email: [email protected]

ATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE

MEETING HALL ON MONDAY, THE 21ST DAY OF AUGUST, 2017 AT 10.00 A.M AT #98/2,

RUSTOM BAGH, HAL AIRPORT ROAD, BENGALURU - 560 017.

Name of the Shareholder/ Proxy

Folio No.

No. of shares held

DP ID

Client ID *

*Applicable for Shareholder(s) holding Shares in dematerialized form.

I/ We certify that I/ We am/ are a registered shareholder/ proxy for the registered shareholder of the

Company.

I/ We hereby record my presence at the Equity Shareholders meeting of the Company, convened

pursuant to the Order dated July 13, 2017 of the Bengaluru Bench of the National Company Law

Tribunal, Bengaluru, on Monday, 21st day of August, 2017 at 10.00 A.M at #98/2, Rustom Bagh,

HAL Airport Road, Bengaluru - 560 017.

Shareholder’s/Proxy’s name in BLOCK letters Signature of Shareholder/Proxy

Note: Please fill in the attendance slip and hand it over at the entrance of the Meeting Hall.

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ROUTE MAP

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if undelivered please return to:

Manipal Health Enterprises Private LimitedRegistered office

The Annexe, #98/2, Rustom Bagh, HAL Airport Road, Bengaluru ‑ 560 017