NCLT Chennai Directs Meetings On Dr. Agarwal's Eye Hospital–Health Care Amalgamation Scheme

The Chennai Bench of the National Company Law Tribunal on 5 May allowed the first motion application for the proposed amalgamation of Dr. Agarwal's Eye Hospital Limited (AEHL) with Dr. Agarwal's Health Care Limited (AHCL) and directed convening of meetings of shareholders and creditors of both companies.

A Bench comprising Judicial Member Sanjiv Jain and Technical Member Venkataraman Subramaniam passed the order on an application filed by the companies under Sections 230 to 232 of the Companies Act, 2013.

The companies submitted that the proposed amalgamation would deliver operational and financial efficiencies, integrated capital allocation, a simplified governance structure, and long-term shareholder value creation.

AEHL, the transferor company, and AHCL, the transferee company, are listed public companies operating in the healthcare and eye care sector. The scheme provides for the amalgamation of AEHL into AHCL, transfer and reorganisation of share capital, issuance of shares to AEHL shareholders, and dissolution of AEHL without winding up.

The companies further stated that the BSE Limited and the National Stock Exchange of India Limited issued No Objection Letters in February 2026 for the proposed scheme. Under the scheme, AHCL will issue 23 equity shares of Re. 1 each for every 2 equity shares of AEHL with a face value of Rs. 10 each.

Earlier, the Tribunal had sought clarifications on the consideration clause, accounting treatment, and disclosures under the stock exchange observation letters. In response, the companies clarified that all eligible AEHL shareholders will receive consideration shares as per the scheme and that they will follow the “Pooling of Interest Method” under Ind AS-103 Business Combinations prescribed under Section 133 of the Companies Act.

After considering the explanations, the NCLT directed the companies to convene meetings of equity shareholders, secured creditors, and unsecured creditors of both AEHL and AHCL on 2 July 2026. It also appointed chairpersons and scrutinizers for the meetings and issued directions on quorum requirements, issuance of notices, and publication of newspaper advertisements.

For Applicants: Advocate R Inbaraju