FORM NO. CAA.2 NOTICE CONVENING MEETING OF THE SHAREHOLDERS

Transcription

1 FORM NO. CAA.2 NOTICE CONVENING MEETING OF THE SHAREHOLDERS Notice is hereby given that by an order dated 10 th February 2017 and Corrigendum dated 16 th February 2017, Hyderabad Bench of National Company Law Tribunal has directed that meeting of the shareholders of Quality Care India Limited (the Company) be held on 25 th March, 2017 at the registered office of the Company situated at /2, Road No.1, Banjara Hills, Hyderabad in the Auditorium of CARE Hospital at A.M. for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Arrangement for amalgamation of Care Institute of Medical Sciences Limited (CIMS/Transferor Company) with Quality Care India Limited (QCIL/Transferee Company) and their respective Shareholders. In pursuance of the said order as directed therein, further notice is hereby given that the meeting of the Shareholders of Quality Care India Limited (QCIL/Transferee Company) will be held on 25 th March, 2017 at the registered office of the Company situated at /2, Road No.1, Banjara Hills, Hyderabad in the Auditorium of CARE Hospital at A.M., the said Shareholders are requested to attend to transact the following business: APPROVAL FOR THE SCHEME OF AMALGAMATION OF CARE INSTITUTE OF MEDICAL SCIENCES LIMITED (CIMS/TRANSFEROR COMPANY) WITH QUALITY CARE INDIA LIMITED (QCIL/TRANSFEREE COMPANY) To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT subject to the approval and such other modifications as may be made by the Hyderabad Bench of National Company Law Tribunal under Section 230 and 232 of the Companies Act, 2013 read with Clause III of the objects clause of the Memorandum of Association of the Company, the consent of the members of the Company be and is hereby accorded for the Scheme of Arrangement (copy of the same is placed before the meeting and initialled by the Chairman for the purpose of identification) effective from 1 st April, 2016 for amalgamation of M/s. Care Institute of Medical Sciences Limited with M/s. Quality Care India Limited. Place: Hyderabad Date: Sd/- Shri K. Suryanarayana Chairperson appointed for the meeting. Address: 171, Ritesh Premier Tower, Ground Floor, Vasavinagar, Opposite Karkhana Police Station, Secunderabad

2 Notes: 1. A member is entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and such proxy need not be a member of the company. 2. The proxy, in order to be valid, must be deposited at the registered office of the company not less than 48 hours before the commencement of the meeting. 3. Members are requested to advice about any change of address to the Company. 4. All documents referred to in this notice calling for shareholders meeting will be available for inspection at the registered office of the Company during business hours on all working days up to the date of shareholders meeting 5. The Ministry of Corporate Affairs has taken a Green Initiative in the Corporate Governance by allowing paperless compliance by the companies and has issued circular stating that the service of documents/ notices including annual report can be sent by to its members. To support the same members are requested to register their addresses with the company. 6. The persons to whom the notice is sent may vote in the meeting either in person or by proxies, or where applicable, by voting through electronics means. THE FOLLOWING ARE THE DETAILS OF TRANSFEROR AND TRANSFEREE COMPANY AS REQUIRED UNDER RULE 6(3) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016: (i) Details of the order of the Tribunal directing the calling, convening and conducting of the meeting:- (a) Date of the Order: 10 th February, 2017 (b) Date, time and venue of the meeting: at 12 Noon. The venue of the meeting has not been directed by the Tribunal and hence, the Company intends to conduct the meeting at its registered office. (ii) Details of the Companies: TRANSFEROR COMPANY: Sr. Category Particulars No. 1. CIN U55101TG1984PLC Permanent account Number AAACV7252L 3. Name of the Company CARE INSTITUTE OF MEDICAL SCIENCES LIMITED 4. Date of Incorporation Type of Company Public Company 6. Registered Office of the /2, Banjara Hills, Road No.1 Hyderabad, company and id Telangana, Main Objects of the Company as per the Memorandum of Association anjaneyulu.nidjelli@carehospitals.com 1. To construct and run Hotel or Chain of Hotels at suitable places by acquiring suitable sites either on outright purchase or long term lease basis and for constructing Hotels and/or cottage on ultra modern lines for attracting tourists and general public and for developing Tourism in the state. 2. To carry on the business of design, construction and running of all kinds of

3 8. Details of change of name registered office and objects of the Company during the last five years 9. Name of stock exchanges (s) where securities of the company are listed, if applicable 10. Details of the capital structure of the company Hospitals, Dispensaries, Nursing Homes, Clinics, Laboratories, Diagnostic Centers and Health Clubs. 3. To set up laboratories, purchase or acquire any equipment and instruments for carrying out Medical research and to educate and train medical students, nurses, midwives and hospital administrators and grant stipends, scholarships or any other assistance monetary or otherwise to whomsoever to further the course of medicine and / or medical research. The Company has not changed the name, registered office and objects of the Company during the last five years. As on the date the securities of the Company are not listed on any Recognised Stock Exchange, Authorized Share Capital: Particulars Amount in Rs. 1,32,50,000 Equity Shares of Rs.10/- each 75,000-10% Cumulative Convertible 10% Cumulative Convertible Preference shares of Rs.100/- each 13,25,00,000 75,00,000 Total 14,00,00,000 Issued, Subscribed and Paid-up Capital: Particulars Amount in Rs. 1,21,00,000 equity shares of Rs. 10/- each 12,10,00,000 Total 12,10,00, Name of the promoter and director along with their address Sno Name of the Director 1. Mr. Alluri Rajagopala Raju 2. Mr. Nallamala Krishna Reddy Address Sujatha Nilayam, /1/A/14, Park Avenue R.K.Nagar, Ameerpet Hyderabad Plot No.23/1, Street No.2 Kakatiya Nagar, Habsiguda Hyderabad

4 3. Mr. Gottumukkala Janakirama Raju 4. Mr. Bhupathiraju Soma Raju 5. Mr. Narayana Prasad Bhagavathula Surya Bhavan PP Road, Akiveedu Mandal, Akiveedu West Godavari Plot No.29, Road No.5 Banjara Hills Hyderabad /12 F-4 Trendset Villa, Road No.3, Banjara Hills Hyderabad 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. 13. 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/ participate on such resolution; Sno Name of the Promoters 1. Quality Care India Limited Address /2, Banjara Hills, Road No.1 Hyderabad, Telangana, The Transferee Company holds 83.73% equity share capital of CIMS and on the approval of the Scheme the said shares shall stand cancelled and hence no new shares shall be allotted through the proposed Scheme of Arrangement. The balance 16.27% equity share capital is held by 4,282 shareholders who shall be paid in Rs.10/- (Rupee Ten only) per fully paid up equity share. The Board of Directors approved the Scheme of Arrangement on The following Directors voted in favour of the resolution: 1. Alluri Rajagopala Raju 2. Nallamalla Krishna Reddy 3. Bhupathiraju Soma Raju 4. Narayana Prasad Bhagavathula ALL the Directors present in the meeting have voted in favour of the resolution.

5 TRANSFEREE COMPANY: SNO: PARTICULARS DETAILS 1. CIN U85110AP1992PLC Permanent account Number AABCA7624C 3. Name of the Company QUALITY CARE INDIA LIMITED 4. Date of Incorporation 07/09/ Type of Company Public Company 6. Registered Office of the /2, Banjara Hills, Road No.1 Hyderabad, Telangana, company and id Main Objects of the Company as per the Memorandum of Association 8. Details of change of name registered office and objects of the Company during the last five years 9. Name of stock exchanges (s) where securities of the company are listed, if applicable 10. Details of the capital structure of the company 1. To carry on the business of design, construction and running of all kinds of Hospitals, Dispensaries, Nursing Homes, Clinics, Laboratories, Diagnostic centres and Health clubs. 2. To set up Laboratories, purchase or acquire any equipment and instruments required for carrying out Medical research and to educate and train medical students, Nurses, Midwives and Hospital administrators and to grant such diplomas or recognitions as the company may prescribe or deem fit from time to time, to grant stipends, scholarships or any other assistance monetary or otherwise to whomsoever to further the course of medicine and/or medical research. 3. To render professional consultancy and advice to any individual, Firm, Company, Government or Statutory undertaking or Corporations or any other body carrying on any business whatsoever in the fields of Design, Research and development relating to Medical, Pharmaceutical and Chemical industries. The Company has not changed the name, registered office and objects of the Company during the last five years. As on the date the securities of the Company are not listed on any Recognised Stock Exchange, Authorized Share Capital: Particulars Amount in Rs. 6,50,00,000 equity shares of Rs.10/- each 65,00,00,000 Total 65,00,00,000 Issued, Subscribed and Paid-up Capital: Particulars Amount in Rs. 3,96,78,180 equity shares of Rs.10/- 39,67,81,800 Total 39,67,81,800

6 11. Name of the promoter and director along with their address 12. If the scheme of compromise or arrangement relates to more relationship subsisting between such companies who are parties to such scheme of compromise or arrangement, including holding, subsidiary or of associate companies. than one company, the fact and details of any SNO NAME OF THE DIRECTOR 1. Ramakrishna Rajasekharan Nair ADDRESS Aavishkar, 785, 4th Block, 5th Cross, Koramangala Bangalore Devineni Suresh /C/1, P. No.20 Road No.4, Banjara Hills Hyderabad Balaji Srinivasan 362 Ranka Heights, 7th Cross, Domlur Layout Bangalore Nallamala Krishna Reddy (Director & Promoter) 5. Bhupathiraju Soma Raju (Director & Promoter) Plot No.23/1, Street No.2 Kakatiya Nagar, Habsiguda Hyderabad Plot No.29, Road No.5 Banjara Hills Hyderabad Mocherla Sairam /6, Road No 4 Banjara Hills Hyderabad Raghava Raju Penumatsa /A 302, Meenakshi Royal Court, Road No 11, Banjara Hills Hyderabad Sivendran Periyathambi 54, Copse Wood Way, Vettivetpillai Northwood Middlesex HA62UA Great Britain.9 Muhammad Khawar 3701, 337 Za'abeel Amin Mann Second Dubai 10. Robert John White 940 W, 141st Way, Westminister Colorado Us 11. Preethi Vennila 403, Srinivasa Towers Palagani Greenlands, Begumpet Secunderabad Dr Raajiv Singhal D-60 IInd Floor Kalkaji New Delhi The Transferee Company holds 83.73% equity share capital of CIMS and on the approval of the Scheme the said shares shall stand cancelled and hence no new shares shall be allotted through the proposed Scheme of Arrangement. The balance 16.27% equity share capital is held by 4,282 shareholders who shall be paid in Rs.10/- (Rupee Ten only) per fully paid up equity share.

7 13. 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/ participate on such resolution; The Board of Directors approved the Scheme of Arrangement on The following Directors voted in favour of the resolution: 1. Ramakrishna Rajasekharan Nair 2. Devineni Suresh 3. Balaji Srinivasan 4. Nallamalla Krishna Reddy 5. Bhupathiraju Soma Raju 6. Mocherla Sairam 7. Raghava Raju Penumatsa 8. Raajiv Singhal 9. Muhammad Khawar Amin Mann All the Directors present in the meeting have voted in favour of the resolution.

8 STATEMENT TO BE ANNEXED TO THE NOTICE Pursuant to Rule 6(3)(v) of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 The Hyderabad Bench of National Company Law Tribunal, Hyderabad, appointed Mr. K. Suryanarayana as the Chairman of the meeting. Following are the details disclosing of the Scheme of Arrangement: SR CATEGORY NO: 1. Parties involved in such compromise or arrangement 2. In case of amalgamation or merger, appointed date, effective date, share exchange ratio (if applicable) and other considerations, if any 3. 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; 4. Details of capital/ debt restructuring, if any; PARTICULAR M/s. CARE INSTITUTE OF MEDICAL SCIENCES LIMITED (Transferor Company) M/s. QUALITY CARE INDIA LIMITED (Transferee Company ) Appointed date: Effective date: The date on which the certified copy of the order of the Tribunal sanctioning the Scheme vesting the assets, properties, liabilities, rights, duties, obligations and the like of the Transferor Company in the Transferee Company is filed with Registrar of Companies of Telangana and Andhra Pradesh, Hyderabad after obtaining the consents, approvals, permissions, resolutions, agreements, sanctions and orders necessary thereof. Consideration: The Transferee Company holds 83.73% equity share capital of CIMS and on the approval of the Scheme the said shares shall stand cancelled and hence no new shares shall be allotted through the proposed Scheme of Arrangement. The balance 16.27% equity share capital is held by 4,282 shareholders who shall be paid in Rs.10/- (Rupee Ten only) per fully paid up equity share As per the valuation obtained from Independent Chartered Accountant, under Net Asset Value Method, the share value of CIMS is Rs. (17.35) /- per share and the share valuation of QCIL under Discounted Cash Flow Method is Rs /- per share. The swap ratio works out to 1:164. Considering, the value of shares of CIMS is negative and more than 50% of the shareholders of the Company are holding less than 100 shares, the consideration of Rs. 10/- per share to 16.27% shareholders of CIMS is adopted. The valuation obtained from Independent Chartered Accountant, under Net Asset Value Method, shall be available for inspection. PRE MERGER AUTHORISED CIMS SHARE CAPITAL Equity shares 13,25,00,000 (divided into 1,32,50,000 shares of Rs. 10/- each) QCIL 65,00,00,000 (divided into 6,50,00,000 shares of Rs. 10/- each)

9 10% Cumulative 75,00,000 Convertible (divided into NIL Preference shares 75,000 shares of Rs. 100/- each) TOTAL 14,00,00,000 65,00,00, Rationale for the compromise or arrangement POST MERGER SHARE CAPITAL OF QCIL AUTHORISED SHARE QCIL CAPITAL Equity Shares 79,00,00,000 (divided into 7,90,00,000 shares of Rs. 10/- each 1. The arrangement would result in better and efficient utilization of resources of the Transferor Company and Transferee Company, reduction in overheads and other expenses resulting in synergy of operations and economies of scale and create a stronger base for future growth of the amalgamated entity. 2. To have better administrative and managerial control for the management, as the merger of the companies would ensure synergy in administration and management. 3. The Transferee Company will derive and avail the benefits of assets and reserves of the Transferor Company, thereby increasing its financial strength and the ability to make larger investments and help in expeditious and economical implementation of its proposed projects thereby enhancing the value of its business and asset base to result in maximization of shareholders wealth. 4. The Transferee Company will have an improved capital structure, which would enable it to access the Capital Market at better terms and will afford easier access to other resources and at a lower cost. 6. Benefits of the compromise or arrangement as perceived by the Board of directors to the company, members, creditors and others (as applicable); 10. Amount due to unsecured creditors 11. Disclosure about the effect of the compromise or arrangement on: (a) key managerial personnel; 5. The proposed Arrangement in general will have beneficial results for the Companies, their shareholders, employees and all other stakeholders. The Benefits are detailed in the enclosed Scheme of Arrangement (Page no: 10 & 11) Rs. 40,39,22,490 All the staff, workmen and other employees on the permanent rolls of the Transferor Company immediately before the Transfer of the Undertaking under the Scheme shall become the staff, workmen and employees of the Transferee Company as per the details mentioned in the scheme.

10 (b) directors; (c) promoters; (d) non-promoter members; (e) depositors; (f) creditors; (g) debenture holders; (h) deposit trustee and debenture trustee; (i) employee of the company 12. Investigation or proceedings, if any, pending against the company under the Act. 13. Details of approvals, sanctions or no-objection(s), if any, form regulatory or any other government authorities required, received or pending for the purpose scheme of compromise or arrangement The proposed Arrangement in general will have beneficial results for the Companies, their shareholders, employees and all other stakeholders. The proposed scheme would not effect the Key Managerial Personnel, Director, Promoters, non-promoter members; creditors and employees of the company. The Company does not have any depositors, debenture holders, deposit trustee and debenture trustee. There are no pending proceedings against the Company. There are no pending approvals, sanctions or no objections pending. The following Documents and other relevant documents are available for obtaining extract or for making/ obtaining copies of or for inspection by the members and creditors: a) latest audited financial statements of the company including consolidated financial statements; b) copy of the order of Tribunal in pursuance of which the meeting is to be convened or has been dispensed with; c) copy of scheme of compromise or arrangement; d) contracts or agreements material to the compromise or arrangement; e) the certificate issued by Auditor of the company to the effect that the accounting treatment if any proposed in the scheme of compromise or arrangement is in conformity with the Accounting standards prescribed under section 133 of the Companies Act, 2013 and f) such other information or documents as the Board or Management believes necessary and relevant for making decision for or against the scheme; Place: Hyderabad Date: Sd/- Shri K. Suryanarayana Chairperson appointed for the meeting. Address: 171, Ritesh Premier Tower, Ground Floor, Vasavinagar, Opposite Karkhana Police Station, Secunderabad