Authority: National Company Law Tribunal, Hyderabad Bench - II

Order Date: 10 June 2026

Case Overview

The National Company Law Tribunal (NCLT) Hyderabad Bench heard a joint application filed by Axon Anaesthesia Associates Private Limited (Demerged Company) and Vitalpath Private Limited (Resulting Company) under Sections 230-232 of the Companies Act, 2013. The application sought approval for a Scheme of Arrangement involving the demerger of Axon's undertaking into Vitalpath and requested dispensation of meetings for shareholders and creditors of both companies.

The demerger involves separating Axon's two distinct business segments: (1) Round the Clock Anaesthesia Services Segment dealing with 24/7 emergency and complex surgical cases, and (2) Day-Care Anaesthesia Services Segment focusing on scheduled procedures during designated hours. The stated reasons for demerger include optimizing performance of distinct operational models, enabling focused growth strategies, better risk management, independent capital allocation, and unlocking stakeholder value through sector-focused entities.

The Scheme was approved by both companies' boards on 19 February 2026 with an appointed date of 01 April 2026. The capital structure shows Axon with authorized capital of ₹1,00,00,000 (10 lakh shares of ₹10 each) and paid-up capital of ₹31,89,260 (3,18,926 shares), while Vitalpath has authorized capital of ₹15,00,000 (1,50,000 shares of ₹10 each) and paid-up capital of ₹1,00,000 (10,000 shares).

Both companies have 18 shareholders each, all of whom provided consent affidavits. Axon has one secured creditor (who gave conditional consent) and one unsecured creditor (who gave unconditional consent), while Vitalpath has no secured or unsecured creditors. No legal proceedings are pending against either company under Sections 210-227 of the Companies Act or under Sections 7/9 of the IBC.

The consideration mechanism specifies that Vitalpath will issue 1 equity share of ₹10 each for every 1 equity share held in Axon, with fractional entitlements rounded to the nearest digit. The issuance to non-resident shareholders is subject to RBI approval if applicable.

Final Outcome

The NCLT allowed the application and disposed of the matter. The tribunal dispensed with the requirement to convene meetings of shareholders of both companies and meetings of secured and unsecured creditors of both companies, citing the unanimous written consents received from all relevant parties. The order preserves the right of any interested person to raise objections when the companies approach the tribunal for final approval of the Scheme.

Topics: Corporate Restructuring, Healthcare Services, Tribunal Approval