Tribunal sanctions merger of Fortis subsidiaries, ensuring compliance with legal and regulatory requirements.
In a significant decision, the National Company Law Tribunal (NCLT) New Delhi Bench has sanctioned the Scheme of Merger by Absorption involving Fortis Emergency Services Limited and its subsidiaries with Fortis Hospitals Limited. The judgment was delivered by a bench comprising Sh. Ashok Kumar Bhardwaj, Member (J), and Sh. Ravindra Chaturvedi, Member (T), on January 5, 2026.
The merger aims to streamline operations, reduce administrative overheads, and simplify the management structure within the Fortis group. The Tribunal emphasized compliance with statutory and regulatory obligations, highlighting the need for adherence to legal standards during and after the merger process.
The merger involves the consolidation of Fortis Emergency Services Limited, Birdie & Birdie Realtors Private Limited, Fortis Health Management (East) Limited, and Fortis Cancer Care Limited with Fortis Hospitals Limited. Notably, the merger excludes the winding-up process for the dissolved entities.
The Tribunal ensured that the merger would not impede ongoing investigations by the Serious Fraud Investigation Office (SFIO) into the ex-promoters of Fortis Hospitals Limited, directing full cooperation with current and future investigations. The Tribunal also addressed concerns regarding the dormant status of one of the transferor companies, clarifying that it would not impact the merger process.
Further, the merger protects the interests of employees, with all staff from the transferor companies being seamlessly integrated into Fortis Hospitals Limited without interruptions or unfavorable changes in terms and conditions.
The Tribunal ordered compliance with Sections 230 to 232 of the Companies Act, 2013, ensuring that all property, rights, and liabilities of the transferor companies are transferred to Fortis Hospitals Limited. Additionally, the Tribunal mandated the Transferee Company to settle any outstanding statutory dues and comply with the revised authorized share capital requirements.
Bottom Line:
Scheme of Merger by Absorption sanctioned under Sections 230 to 232 of the Companies Act, 2013 with conditions ensuring compliance with statutory and regulatory requirements.
Statutory provision(s): Sections 230 to 232, 455, 185, 186 of the Companies Act, 2013.
Fortis Emergency Services Limited, (NCLT)(New Delhi) : Law Finder Doc Id # 2833902
