NCLT Kochi clears stakeholder meetings for merger of Kinder Women’s Hospital and Kindorama Healthcare

Background of the joint merger application

The National Company Law Tribunal, Kochi Bench, dealt with a joint company application seeking approval of a Scheme of Merger under Sections 230 to 232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The application related to a proposed merger of:

M/s. Kinder Women’s Hospital And Fertility Centre Private Limited – Applicant Company No. 1 / Transferor Company, and
M/s. Kindorama Healthcare Private Limited – Applicant Company No. 2 / Transferee Company,

together with their respective shareholders, under a Scheme of Arrangement in the nature of amalgamation.

The Scheme contemplated the Transferor Company being merged into the Transferee Company on a going-concern basis, with an Appointed Date of 01.04.2026 and an effective date to be triggered as provided in the Scheme.

The Bench examined incorporation details, capital structures, financial statements, valuation reports, stakeholder composition and consents, as well as compliance with statutory provisions, before issuing detailed directions on convening or dispensing with stakeholder meetings.

Applicant No. 1 – Kinder Women’s Hospital And Fertility Centre Private Limited

Incorporation and registered office
- Private limited company incorporated on 07.01.2008 under the Companies Act, 1956.
- CIN: U85110KL2008PTCO21642.
- Registered office: Maruthorvattom Temple Road, Near N.H. 47, Cherthala, Kerala – 688539.
Share capital position as on 31.03.2025
- Authorised share capital: Rs. 30,00,00,000/-, divided into 3,00,00,000 equity shares of Rs. 10/- each.
- Issued, subscribed and paid-up capital: Rs. 26,30,00,000/-, divided into 2,63,00,000 equity shares of Rs. 10/- each.
- No preference share capital issued or allotted.
- The company stated that this capital structure remained unchanged on the date of filing of the company application.
Main objects
The Transferor Company’s principal objects include:
- Establishing, operating and acquiring hospitals, research centres, nursing homes and laboratories.
- Managing hospitals either independently or in association with other entities.
- Undertaking activities in medical education and research.
Financial statements
- Audited financial statements as of 31.03.2025.
- Provisional financial statements as of 31.01.2026.

These documents were filed as part of the record before the Tribunal.

Applicant No. 2 – Kindorama Healthcare Private Limited

Incorporation and registered office
- Private limited company incorporated on 22.08.2014 under the Companies Act, 2013.
- CIN: U85110KL2014FTC037144.
- Registered office: XXXIII/1233-B, First Floor, Kadavil Castle Pukkattupady Road, Toll Junction, Ernakulam, Edapally, Kerala, India – 682024.
Share capital position as per audited balance sheet dated 31.03.2025
- Authorised share capital: Rs. 92,00,00,000/-, divided into 9,20,00,000 equity shares of Rs. 10/- each.
- Issued, subscribed and paid-up share capital: Rs. 89,18,72,610/-, divided into 8,91,87,261 equity shares of Rs. 10/- each.
Share capital position as per unaudited balance sheet dated 31.01.2026
- Authorised share capital: Rs. 1,20,00,00,000/-, bifurcated as:
  - Rs. 95,00,00,000/- comprising 9,50,00,000 equity shares of Rs. 10/- each; and
  - Rs. 25,00,00,000/- comprising 2,50,00,000 preference shares of Rs. 10/- each.
- Issued, subscribed and paid-up share capital: Rs. 1,11,51,72,140/-, consisting of:
  - Rs. 92,01,72,140/- representing 9,20,17,214 equity shares of Rs. 10/- each; and
  - Rs. 19,50,00,000/- representing 1,95,00,000 preference shares of Rs. 10/- each.

The Transferee Company confirmed there was no change in authorised, issued, subscribed and paid-up capital till the date of filing the application, and that it had indeed issued preference shares.

Main objects
The Transferee Company’s core purposes include:
- Setting up, owning and operating hospitals, clinics, maternity homes and day care centres in India.
- Providing medical and healthcare services.
- Offering healthcare consultancy, turnkey execution of healthcare projects, supply of medical and related equipment and allied activities.
Financial statements
- Audited financial statements as of 31.03.2025.
- Unaudited financial statements as of 31.01.2026.

Both Applicant Companies also filed their Memorandum and Articles of Association, including the respective object clauses.

Valuation and statutory accounting compliance

The Applicants produced a valuation and share exchange report issued by a Registered Valuer in compliance with Section 230 of the Companies Act, 2013.

Further, each Applicant Company furnished a statutory auditor’s certificate dated 09.03.2026, confirming that:

The accounting treatment proposed in the Scheme of Merger aligns with Section 133 of the Companies Act, 2013; and
The applicable Accounting Standards have been duly followed.

These documents were annexed to the application, including the Valuation Report dated 05.02.2026 issued by Mr. Sunoj Sanni.

Commercial rationale behind the merger

The Scheme emphasised that the Transferor and Transferee Companies operate in overlapping and complementary segments of the healthcare sector. The stated strategic and economic reasons for consolidation include:

NCLT Kochi clears first-stage merger process for Kinder Women’s Hospital and Kindorama Healthcare