Medi Assist's Amalgamation Scheme Between Subsidiaries Referred to NCLT Tribunal

Medi Assist's Amalgamation Scheme Between Subsidiaries Referred to NCLT Tribunal​

Medi Assist Healthcare Services Limited has an update regarding its planned amalgamation involving two of its wholly owned subsidiaries: International Healthcare Management Services Private Limited and Mayfair Consultancy Services India Private Limited.

The parent company informed stakeholders that in continuation of the process concerning the Scheme of Amalgamation, the matter has been referred to the Hon'ble National Company Law Tribunal, Bengaluru, by the Regional Director, South Western Region, Bengaluru.

The Regional Director’s examination of the proposed merger revealed several issues concerning the procedural compliance of the scheme. The application, which proposed the Merger of International Healthcare Management Services Private Limited (Transferor Company) with Mayfair Consultancy Services India Private Limited (Transferee Company), was forwarded to the NCLT for public interest consideration.

The Regional Director highlighted two primary issues in the proposed merger. First, the statutory pre-conditions for a fast-track merger were found to be unfulfilled, specifically noting the lack of a required shareholder meeting for the approval of the Scheme. Second, the scheme was observed to transfer the undertaking of the transferor to the transferee without providing adequate consideration or a share swap ratio backed by a valuation report.

The Regional Director noted that outside the specific exception of a merger between a wholly-owned subsidiary and its holding company, any such scheme that purports to transfer an undertaking without consideration, without being deemed a true merger under the Companies Act, amounts to an extinguishment of the shareholders' interest without compensation.

Therefore, the Regional Director rejected the related filing (RD-1 SRN) and forwarded the Application to the Hon'ble NCLT, Bengaluru. This procedural step requires the Tribunal to consider the Scheme of Amalgamation under the due procedure laid down in the Companies Act.

Medi Assist stated that this amalgamation process is considered an internal restructuring process, and the order does not impact the consolidated financial statements of the Company.

MEDIASSIST Stock Price Movement​

As of 3:03 PM, shares of Medi Assist Healthcare Services Limited are slipping by 3.15% in live trading, currently at ₹376.25. The equity has shed ₹12.25 on 94,391 shares traded during the session.