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NATIONAL COMPANY LAW TRIBUNAL
Sanjiv Jain, Venkataraman Subramaniam, JJ
CULTFIT HEALTHCARE PRIVATE LIMITED VS
CA(CAA)/49/CHE/2025
For the Appellants/Petitioners: Mr.R.Inbaraju
The court emphasizes the need for majority consent from shareholders for corporate restructuring under the Companies Act and allows dispensation of meetings when consents are obtained.
Headnote:(A) Companies Act, 2013 - Sections 230-232 - Application for Composite Scheme Arrangement - Joint Application filed for the demerger and amalgamation between Cultfit Healthcare Pvt. Ltd., Curefit Services Pvt. Ltd., and Curefit Healthcare Pvt. Ltd. - Purpose being the simplification of the corporate structure, efficient management, and consolidation of similar business operations - The application is allowed, and meetings ordered accordingly. (Paras 1, 14)
(B) Corporate Governance - Purpose of meetings - Requirement of consent affidavits from equity and preference shareholders for the approval of the scheme - Dispensation with meetings is permissible when consent is received from requisite majority. (Paras 12, 6)
| Table of Content |
|---|
| 1. joint application for corporate restructuring. (Para 1 , 4) |
| 2. dispensation of meetings upon obtaining consents. (Para 6 , 10) |
| 3. court approves application and directs meetings. (Para 12 , 14) |
ORDER
1. This is a Joint Company Application Viz., CA ( CA A)/49(CHE)/2025 filed by the Applicant Companies, namely Cultfit Healthcare Private Limited (for brevity “Demerged-1/Transferee Company”) and Curefit Services Private Limited (for brevity “Demerged-2/Transferor Company”) and Curefit Healthcare Private Limited (for brevity “Transferor Company”) ) and its Shareholders under section 230-232 of Companies Act, 2013 , and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Composite Scheme Arrangement (hereinafter referred to as the “SCHEME”) proposed by the Applicant Companies herein with its Shareholders. The Scheme is placed at Page No. 672-750 as Annexure - 21 of the Application Typeset.
2. The Applicant Companies in this Company Application have sought for the following reliefs;
| EQUITY SHAREHOLDERS | PREFERENCE SHAREHOLDERS | SECURED CREDITORS | UNSECURED CREDITORS | |
| APPLICANT COMPANY- 1/DEMERGED COMPANY-1 | To Dispense with the meeting | To Dispense with the meeting | To Dispense with the meeting | To Dispense with the meeting |
| APPLICANT COMPANY- 2/TRANSFEROR COMPANY | To Dispense with the meeting | Nil | Nil | To Dispense with the meeting |
| APPLICANT COMPANY - 3/RESULTING COMPANY | To Dispense with the meeting | To Dispense with the meeting | To Dispense with the meeting | To Dispense with the meeting |
3. The RATIONALE OF THE SCHEME is as under:
This Composite Scheme of Arrangement would result in an efficient corporate structure with focused management and streamlined shareholding. It is expected that the Composite Scheme shall result in unlocking the following benefits:
1. Demerger of the Cult Demerged Undertaking, and Services Demerged Undertaking into the Resulting Company will enable the Resulting Company to consolidate similar business operations, resulting in more efficient management and control while enabling the Demerged Companies to enhance its residual business operations by concentrated management efforts, streamlining business processes and optimization of operational efficiency;
2. Amalgamation of Transferor Company into Transferee Company would generate economies in administrative and managerial costs by consolidating similar operations and reduce duplication of administrative responsibilities and multiplicity of records and legal and regulatory compliances;
3. Simplification of the overall group structure by eliminating multiple companies within the group; and
4. Segregation of businesses through the Composite Scheme would result in concentrated management efforts, operational synergies and value creation to the direct and indirect stakeholders of the Demerged Companies, Transferor Company, Resulting Company and Transferee Company.
In view of the aforesaid, the Board of Directors of the Demerged Company No. 1/Transferee Company, Demerged Company No. 2/ Transferor Company, and Resulting Company have considered the Composite Scheme in its entirety, in order to benefit the direct and indirect stakeholders of the companies involved in the Composite Scheme. Accordingly, the Board of Directors of the respective companies have formulated this Composite Scheme for demerger and vesting of the Cult Demerged Undertaking and Services Demerged Undertaking into the Resulting Company and the merger of Transferor Company with and into the Transferee Company, pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013 , to the extent applicable and in compliance with the applicable provisions of the Income-tax Act, 1961.
Purpose of the Scheme
(a) Demerger, transfer and vesting of the Cult Demerged Undertaking (defined hereinafter) of Cultfit Healthcare Private Limited (hereinafter referred to as "Cultf
