NCLT Mumbai Allows First Motion For Merger Of Docon Technologies With PharmEasy Parent API Holdings

The National Company Law Tribunal's Mumbai Bench on Thursday (May 7) allowed the first motion application in the proposed amalgamation of Docon Technologies Private Limited with API Holdings Limited, the parent entity of digital healthcare and pharmacy platform PharmEasy.

A Bench of Judicial Member Lakshmi Gurung and Technical Member Charanjeet Singh Gulati passed the order while dealing with the scheme application filed under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Docon Technologies is engaged in development and licensing of software for creation and storage of electronic medical records, teleconsultation services, and diagnostic healthcare services, while API Holdings is engaged in trading pharmaceutical and cosmetic goods and licensing internet portals or mobile applications relating to their sale and distribution.

The boards of both companies approved the scheme on October 14, 2025, with the appointed date fixed as April 1, 2025.

The applicants submitted that the merger would streamline the corporate structure, consolidate assets and liabilities, reduce multiplicity of legal and regulatory compliances, cut duplicate expenses, and improve operational and management efficiencies.

Since Docon Technologies is a wholly owned subsidiary of API Holdings, the scheme does not contemplate issuance of any shares by the transferee company, and the entire share capital of the transferor company would stand cancelled upon the scheme becoming effective.

During the proceedings, the Tribunal flagged that API Holdings' post-merger “other equity” figure reflected a negative value and sought clarification from the applicants.

The companies later clarified through an affidavit that this was due to accounting treatment under applicable standards, particularly impairment of API Holdings' investment in Thyrocare Technologies Limited.

The Tribunal dispensed with meetings of various stakeholder classes, including shareholders, preference shareholders, unsecured creditors and debenture holders, while directing notices to stakeholders entitled to submit objections or representations.

It also directed issuance of notices to statutory authorities, including the Regional Director, Registrar of Companies, Income Tax authorities, GST authorities, and the Official Liquidator.

Accordingly, the first motion application was allowed.