US-Based Investors Move NCLT Kolkata Against Manipal Hospitals Synergie Over 2007 Share Dilution

A group of US-based doctors and medical practitioners, who were among the seed investors in Medica Synergie Private Limited, have moved the National Company Law Tribunal (NCLT) Kolkata, alleging oppression and mismanagement.

They claim their shareholding in the company, now known as Manipal Hospitals Synergie Private Limited, was diluted through several actions, mainly through the issue of sweat equity shares.

The petition specifically challenges a resolution passed at an Extraordinary General Meeting (EGM) on March 24, 2007, approving the issuance of 50 lakh sweat equity shares.

According to the shareholders, the meeting was held without quorum and without prior notice to them. They say the resolution, along with subsequent corporate actions, reduced their stake from 10.46% in 2007 to 0.53%.

The dispute relates to events that occurred when the company operated as Medica Synergie Private Limited. Manipal Health Enterprises acquired a controlling stake in Medica in 2024, following which the company was renamed Manipal Hospitals Synergie Private Limited.

Invoking Sections 241 and 242 of the Companies Act, 2013, the shareholders have sought interim directions restraining the company from altering its ownership, management, or capital structure; transferring or allotting further shares; or acting on the impugned resolutions pending disposal of the petition.

They have also sought a forensic audit into the company's affairs and the appointment of an observer to attend board meetings. Manipal Health Enterprises, the promoter of Manipal Hospitals, has denied the allegations.

The petition, filed on July 27, is yet to be listed before the tribunal.

According to the petition, the five shareholders have spent more than four decades in the United States. They invested in Medica in 2006 after its founders approached them to help develop medical infrastructure under the Medica brand. Besides investing their savings, they say they also contributed knowledge and strategic inputs to the venture.

The petition says the founders assured them a 15% annual return after a two-year lock-in period.

The shareholders were allotted shares in November 2006 and, according to the petition, together held a 10.46% stake after the fifth petitioner was allotted shares in March 2007. They allege they never received notice of the March 24, 2007 EGM despite a notice being issued earlier that month.

The petition further alleges that an employee who received a single share on the day of the EGM participated in approving the sweat equity issue despite "not being...privy to the agenda."

It also says additional directors were appointed during the same meeting. According to the petition, the company allotted 50 lakh sweat equity shares at one paisa each, largely to promoters and their family members. The petition says this reduced the shareholders' stake from 10.46% to 4.80%.

The petition argues that the EGM was invalid because it lacked the quorum required under the Articles of Association. It states that a meeting held without quorum "would not only be bad in law but would also render any transaction undertaken at such a meeting as void."

The petition also alleges that the founders and related parties received shares at prices lower than those paid by the petitioners. It further questions the sale of Medica Pharmacy Private Limited, then a wholly owned subsidiary, to one of the founders and his wife for ₹10 lakh despite investments of about ₹8 crore in the business.

Following Manipal Health Enterprises' acquisition of a controlling stake in Medica in 2024 and the subsequent renaming of the company, the petitioners say they repeatedly sought records and raised their concerns with the company.

The dispute has resurfaced as Manipal Health Enterprises prepares to list on the stock exchanges. The company filed its Draft Red Herring Prospectus in March 2026, which the petitioners also questioned before SEBI. Last week, Manipal Health's ₹9,275 crore initial public offering was fully subscribed, driven largely by institutional investors, and the shares are expected to list on August 5

They later issued a demand notice seeking ₹32.25 crore and approached the Securities and Exchange Board of India (SEBI), the Registrar of Companies (RoC), the Reserve Bank of India (RBI) and the Ministry of Corporate Affairs (MCA).

Describing the events as "a clearly concerted and calculated pattern of oppression and mismanagement," the shareholders have asked the tribunal to quash the March 24, 2007 resolution, set aside subsequent resolutions that allegedly diluted their shareholding, and award compensation for the losses they claim to have suffered.

They have also sought reconstitution of the company's board and correction of statutory filings relating to the classification of their shareholding.

Addressing the allegations, at a press conference in Mumbai on July 24, Group Chief Financial Officer Sameer Agarwal of Manipal Hospital said the allegations relate to the company's previous management and not Manipal.

"We have responded to them. It has nothing to do with Manipal. Their concerns relate to the previous management when they had invested in it, and that same thing has been carried on. Unfortunately, they have involved us also," he responded.