Case Overview
This order pertains to two connected applications. The main application, CA(CAA)/9/KOB/2026, was filed by Kinder Women Hospital and Fertility Centre Private Limited (Transferor Company) and Kindorama Healthcare Private Limited (Transferee Company) under Sections 230 to 232 of the Companies Act, 2013, seeking approval for a Scheme of Merger between the two entities.
An interlocutory application, IA(C/ACT)/120/KOB/2026, was also filed with three specific prayers: (a) to place on record a No Objection Certificate (NOC) dated 04.05.2026 issued by HDFC Bank Limited; (b) to place on record Consent Affidavits filed by the Equity and Preference Shareholders of the Transferee Company (Kindorama Healthcare); and (c) to dispense with the meetings of the Secured Creditors and the meetings of the Equity and Preference Shareholders of the Transferee Company in light of the submitted consents and NOC.
The NCLT Kochi Bench, comprising Shri Vinay Goel (Member Judicial) and Shri Ravichandran Ramasamy (Member Technical), heard the matter. The professional representing the applicant companies, Mr. Yogindunath S, appeared virtually.
The Tribunal allowed the interlocutory application (IA), taking the submitted documents (HDFC Bank NOC and shareholder affidavits) on record and disposing of the application.
However, for the main merger application (CA), the Adjudicating Authority raised a significant procedural query. It questioned how the proceedings under Sections 230-232 could be validly initiated without the knowledge and concurrence of the shareholders of the Transferor Company (Kinder Women Hospital) and in the absence of a Board Resolution from that company. This was deemed essential for initiating such proceedings.
Final Outcome
The interlocutory application (IA No. 120) was allowed and disposed of, permitting the submission of the HDFC Bank NOC and shareholder consent affidavits.
The main Company Application (CA No. 9) was adjourned to 29 June 2026 to allow the applicant's counsel time to address the Tribunal's query regarding the lack of shareholder concurrence and a board resolution from the Transferor Company.
Topics: Corporate Restructuring, Legal Proceedings