NCLT Chennai Approves Scheme Merging Dr. Agarwal's Eye Hospital With Dr. Agarwal's Health Care

The National Company Law Tribunal at Chennai has sanctioned the second motion petition seeking approval of the Scheme of Amalgamation between Dr. Agarwal's Eye Hospital Limited and Dr. Agarwal's Health Care Limited.

A coram of Judicial Member Sanjiv Jain and Technical Member Venkataraman Subramaniam passed the order.

The petition was filed after the Tribunal, in the first motion proceedings, had directed the companies to convene meetings of their equity shareholders, secured and unsecured creditors. The meetings were subsequently held on July 2, 2026, following which the companies filed the second motion petition seeking sanction of the Scheme.

The Scheme seeks to consolidate the businesses of the two companies into a single entity, improve operational and financial efficiency, enable better allocation of capital, simplify the legal and governance structure, and create greater value for shareholders.

The Tribunal considered the reports and observations of the Regional Director, Registrar of Companies, Income Tax Department and Official Liquidator.

The statutory authorities had raised observations including secured creditor charges, compliance with statutory provisions, and continuation of Income Tax proceedings following the amalgamation. The companies submitted necessary clarifications and undertakings in response, which the Tribunal found satisfactory.

The Scheme provides for a share exchange ratio of 23 equity shares of Dr. Agarwal's Health Care Limited for every two equity shares of Dr. Agarwal's Eye Hospital Limited.

Examining the Scheme, the Tribunal observed:

“….this Tribunal is of the view that the Scheme as contemplated amongst the Petitioner Companies seems beneficial to the Companies and will not be in any way detrimental to the interest of the shareholders of the Companies. In the absence of any other objections having been placed on record, this Tribunal sanctions the Scheme as well as the prayer made therein.”

Accordingly, the Tribunal allowed the petition.

For Petitioner: Advocate Inbaraju

For Income Tax Department: Advocate Raj Jhabakh

For Official Liquidator: B Palani

For Regional Director: Advocate Avinash Krishnan Ravi