In re Kinder Women’s Hospital And Fertility Centre Private Limited (NCLT Kochi)
The National Company Law Tribunal (NCLT), Kochi Bench, considered a joint company application filed under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, seeking approval of a Scheme of Merger between Kinder Women’s Hospital And Fertility Centre Private Limited (Transferor Company) and Kindorama Healthcare Private Limited (Transferee Company). The Scheme proposed the merger of the Transferor Company into the Transferee Company with their respective shareholders. The appointed date under the Scheme was fixed as 01.04.2026.
The Tribunal noted the incorporation details, registered offices, authorised, issued, subscribed and paid-up share capital, and principal objects of both applicant companies. It also recorded that both companies had filed their Memorandum and Articles of Association, audited financial statements as of 31.03.2025, and interim financial statements as of 31.01.2026. A valuation report and share exchange report prepared by a Registered Valuer and auditors’ certificates confirming compliance with Section 133 of the Companies Act, 2013 and applicable Accounting Standards were also placed on record.
The applicants stated that both companies were engaged in similar businesses and that the merger would consolidate operations, simplify the group structure, reduce operating and compliance costs, improve efficiency, optimise logistics and treasury functions, create economies of scale, increase shareholder value, provide flexibility for future acquisitions and fundraising, and facilitate overall ease of doing business. The Boards of Directors of both companies approved the Scheme on 02.02.2026.
