NCLT Orders Meetings for Cultfit Group's Complex Restructuring Scheme Under Sections 230-232 of Companies Act - 2025-09-11

NCLT Greenlights Next Step in Cultfit's Corporate Overhaul, Orders Creditor and Shareholder Meetings

CHENNAI: The National Company Law Tribunal (NCLT), Chennai Bench, has allowed an application filed by Cultfit Healthcare Private Limited and its associated companies, paving the way for a complex corporate restructuring. In an order dated September 11, 2025, the bench comprising Hon’ble Shri. Sanjiv Jain (Member Judicial) and Hon’ble Shri. Venkataraman Subramaniam (Member Technical) directed the companies to convene meetings for specific classes of shareholders and creditors to vote on the proposed "Composite Scheme of Arrangement."

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Overview of the Case

The joint application was filed by three entities within the Cultfit group:

1. Cultfit Healthcare Private Limited (Demerged Company-1 / Transferee Company)

2. Curefit Services Private Limited (Demerged Company-2 / Transferor Company)

3. Curefit Healthcare Private Limited (Resulting Company)

The companies approached the NCLT under Sections 230 to 232 of the Companies Act, 2013, seeking approval for a multi-layered restructuring plan. The scheme involves:

* Demerger: The transfer of specific business undertakings—namely the "Cult Demerged Undertaking" from Cultfit Healthcare and the "Services Demerged Undertaking" from Curefit Services—into Curefit Healthcare.

* Amalgamation: The subsequent merger of the remaining business of Curefit Services into Cultfit Healthcare.

The companies argued that this arrangement would create a more efficient corporate structure, consolidate similar business operations, reduce administrative duplication, and unlock value for stakeholders by allowing for focused management of different business verticals.

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NCLT’s Directions on Meetings

The core of the application was the request to either convene or dispense with meetings of various stakeholders based on consents already obtained. The Tribunal meticulously reviewed the consents submitted and issued the following key directions:

• Meetings Dispensed: The NCLT agreed to dispense with meetings for classes where the companies had secured 100% consent via affidavits. This included:

  • Equity and Preference Shareholders, and Secured Creditors of Cultfit Healthcare Pvt. Ltd.
  • Equity Shareholders of Curefit Services Pvt. Ltd. (which had no secured creditors).
  • Secured Creditors of Curefit Healthcare Pvt. Ltd.

• Meetings Convened: The Tribunal determined that meetings were necessary for classes where consent was not unanimous. It ordered meetings to be held on October 29, 2025, at the companies' Bengaluru corporate office for:

  • Unsecured Creditors of Cultfit Healthcare Pvt. Ltd. (as only one creditor representing 93.77% value had consented).
  • Unsecured Creditors of Curefit Services Pvt. Ltd. (as four creditors representing 96.78% value had consented).
  • Equity Shareholders, Preference Shareholders, and Unsecured Creditors of Curefit Healthcare Pvt. Ltd. (as consents obtained were 76.82%, 35.35%, and 90.37% respectively).

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Procedural Framework for the Meetings

To ensure a fair and transparent process, the Tribunal laid down a clear procedural framework.

* Chairperson and Scrutinizer: Mr. Kanwal Jeet Arora was appointed as the Chairperson for the meetings, with Mr. Sriram Ananth V appointed as the Scrutinizer.

* Notices and Publication: The companies are required to send individual notices to all relevant stakeholders 30 days in advance and publish advertisements in English, Tamil, and Kannada newspapers.

* Statutory Compliance: The Tribunal directed the companies to serve notices of the scheme to the Regional Director (MCA), Registrar of Companies, the Income Tax Department, and other relevant sectoral regulators.

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Final Decision and Implications

The NCLT’s order marks the first crucial step in the approval process for the Cultfit group's restructuring. By allowing the application and ordering the necessary meetings, the Tribunal has set the stage for stakeholders to vote on the proposed scheme. The outcome of these meetings, to be reported by the Chairperson, will determine whether the companies can proceed to the next stage of seeking final approval for the merger and demerger. This move reflects a strategic effort by the health and fitness giant to streamline its operations for future growth.