NCLT Orders Stakeholder Meetings For Kinder Women's Hospital–Kindorama Healthcare Merger

The National Company Law Tribunal (NCLT) at Kochi on Wednesday directed the convening of meetings of the equity shareholders of Kinder Women's Hospital and Fertility Centre Private Limited.

It also ordered meetings of the secured and unsecured creditors of both Kinder Women's Hospital and Kindorama Healthcare Private Limited in connection with their proposed merger.

A coram of Judicial Member Vinay Goel and Technical Member Ravichandran Ramasamy was considering a first motion application filed by the companies seeking directions on the proposed scheme of merger.

The companies stated that the merger was proposed to simplify the group structure, reduce compliance costs, achieve cost efficiency, increase intrinsic shareholder value and facilitate future business expansion. The scheme had been approved by the respective Boards of Directors on February 2, 2026, with the Appointed Date being April 1, 2026.

The Tribunal noted that while all equity and preference shareholders of Kindorama Healthcare had consented to the scheme, only one equity shareholder holding 82.42% of the Kinder Women's Hospital's equity shareholding had furnished consent.

The Tribunal further observed that nothing on record to indicate that the proposed merger was prejudicial to the interests of creditors or contrary to public policy.

The Tribunal directed the convening of a meeting of Kinder Women's Hospital's equity shareholders since consent had not been obtained from all shareholders. It also directed meetings of the unsecured creditors of both companies to be convened in accordance with law.

It further noted that HDFC Bank, the sole secured creditor of each company, had issued only conditional no-objection certificates. Holding that such conditional no-objection certificates could not be accepted, it directed the convening of meetings of the secured creditors of both companies.

At the same time, the tribunal dispensed with the meetings of Kindorama Healthcare's equity and preference shareholders after noting that all such shareholders had consented to the scheme by way of affidavits.

Accordingly, the bench directed that the requisite stakeholder meetings be convened within 45 days, appointed a Chairperson and a Scrutinizer to oversee the process, and issued consequential directions regarding notices, quorum, voting, and service of notices on statutory authorities.

For Applicants: Yogindunath S, PCS