The court sanctioned the amalgamation of two oncology service companies under the Companies Act, 2013, finding it fair, reasonable, and compliant with statutory requirements.

ORDER

1. Heard the learned Authorized Representative for the Petitioner Companies, the authorized representative of the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai. No objector has come before the Tribunal to oppose the Petition and nor any party has controverted any averments made in the Petition.

2. The Petitioner Companies states that the present Scheme is a Scheme of Amalgamation of Hemato-Oncology Clinic (Ahmedabad) Private Limited (“Transferor Company”) with Cellcure Cancer Centre Private Limited (“Transferee Company”) and their respective shareholders (‘Scheme’), under the provisions of Section 232 r/w Section 230 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

3. The Board of Directors of the respective Petitioner Companies in their meeting conducted on 31^st July 2024 passed a resolution for approving the Scheme. The Appointed Date for the Scheme is 1^st April 2024. C.A. (CAA) / 148 (MB) / 2024

4. The First Petitioner Company is engaged in the business of providing oncology services and hematology focused clinical services (including operating day care centers and out-patient departments/polyclinics), (ii) sale of pharmaceutical products in relation to such oncology services and hematology focused clinical services, (iii) providing diagnostics services in relation to such oncology services and hematology focused clinical services, (iv) providing palliative care as well as other allied services like bone marrow transplants, immunotherapy, counselling, home care and all allied services related to medical treatment of cancer, (v) undertaking research and analysis including clinical research to undertake prospective / intervention based / observational clinical trials as well as retrospective trials and (vi) any other services rendered by the Transferor Company and/or its subsidiaries from time to time and operates and manage daycare center for cancer patients in brand the name of HOC Vedanta It also has professional associations with various hospitals in and around Ahmedabad. The Second Petitioner Company is engaged in the business of (i) providing oncology services and hematology focused clinical services (including operating day care centers and out-patient departments/polyclinics), (ii) sale of pharmaceutical products in relation to such oncology services and hematology focused clinical services, (iii) providing diagnostics services in relation to such oncology services and hematology focused clinical services, (iv) providing palliative care as well as other allied services like bone marrow transplants, immunotherapy, counselling, home care and all allied services related to medical treatment of cancer inter alia including but not limited to medical oncology, radiology, immuno-therapy, (v) undertaking research and analysis including clinical research to undertake prospective C.A. (CAA) / 148 (MB) / 2024 / intervention based / observational clinical trials as well as retrospective trials and (vi) any other services rendered by the Transferee Company and/or its subsidiaries from time to time and also operates and manages daycare centers for cancer patients in the brand name Mumbai Oncocare Centre hereinafter referred to as “MOC”. MOC is the leading chain of Cancer daycare centers for cancer treatment across the state of Maharashtra and is also expanding in Madhya Pradesh as well as other cities of India. It also has professional associations with various hospitals.

5. The Scheme is expected to yield the following benefits:

Rationale for the Scheme:

The Transferee Company desires to expand its network of day- care centers in the state of Gujarat and other states of India. Given that the Transferor Company also provides cancer treat- ment through HOC day care centers in Ahmedabad, Gujarat, the Transferee Company intends to acquire the Transferor Company by way of a merger of the Transferor Company with the T