NCLT Bengaluru Approves Transfer Of NH Integrated Care's Clinical Services To Narayana Hrudayalaya

The National Company Law Tribunal (NCLT), Bengaluru, on 30 October approved a scheme of arrangement for the transfer of the clinical services undertaking of NH Integrated Care Private Limited to its parent company, Narayana Hrudayalaya Limited, with effect from 1 April 2025.

A Bench of Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada allowed the joint petition filed by the two companies seeking approval of the scheme. It held:

“…. the Scheme of Arrangement as annexed at Annexure 11 in respect of the Petitioner Company No.1 and Petitioner Company No.2 is hereby approved with the Appointed date as 01.04.2025”

NH Integrated Care is a wholly owned subsidiary of Narayana Hrudayalaya, whose shares are listed on the National Stock Exchange and the Bombay Stock Exchange.

Under the scheme, the clinical services undertaking will vest in Narayana Hrudayalaya, while the remaining undertaking, along with its assets and liabilities, will continue with NH Integrated Care.

The Tribunal noted that the scheme had received the requisite approval from the concerned stakeholders.

The Regional Director had raised objections concerning compliance with the Companies Act, SEBI regulations, outstanding tax and statutory dues, liabilities towards Micro, Small and Medium Enterprises (MSMEs), requirements under the Foreign Exchange Management Act (FEMA), and protection of employees' interests. It had also sought clarification on the transfer of assets and liabilities under the scheme.

In response, the companies furnished their replies and the requisite undertakings.

The Income Tax Department had separately sought compliance with Section 170A of the Income Tax Act, 1961. The companies undertook that Narayana Hrudayalaya would continue to contest any pending income tax proceedings relating to the transferred undertaking and discharge any resulting tax demands in accordance with law.

After examining the pleadings and documents on record, the Tribunal noted that the statutory authorities were satisfied with the companies' responses and found no impediment to approving the scheme.

Accordingly, the NCLT allowed the petition and sanctioned the scheme with an appointed date of 1 April 2025.

For Petitioner: Advocate Saji P John

For IT: Advocate Ganesh Ghale

For ROC: Advocate Vinayaka