Thyrocare Technologies Limited has announced the sanctioning of the Scheme of Amalgamation between Docon Technologies Private Limited (‘Docon’, the Transferor Company) and API Holdings Limited (‘API’, the Transferee Company). The Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench, approved the scheme on August 31, 2026. Following the scheme’s effective date, Docon will be amalgamated with API, with all assets and liabilities transferring to API. Docon’s 51.02% stake in Thyrocare will be transmitted to API, maintaining the Promoter Group’s aggregate shareholding at 51.02%.
NCLT Approves Amalgamation Scheme
Thyrocare Technologies Limited has formally communicated the sanctioning of a significant corporate restructuring. The Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench, has officially approved the Scheme of Amalgamation involving Docon Technologies Private Limited (referred to as ‘Docon’ or the ‘Transferor Company’) and API Holdings Limited (referred to as ‘API’ or the ‘Transferee Company’). This scheme was filed under Sections 230 to 232 of the Companies Act, 2013.
Scheme Details and Effective Date
The NCLT’s order, pronounced on August 31, 2026, marks a crucial step towards the amalgamation. The Scheme is set to become operative on the ‘Effective Date’, which will be the date when all conditions precedent are met. These include filing the certified copy of the NCLT Order with the Registrar of Companies (RoC) in Form No. INC-28 within the stipulated timelines. Both Docon and API are responsible for ensuring this filing occurs promptly.
Impact on Shareholding and Operations
Upon the Scheme becoming effective, Docon Technologies will be amalgamated with API Holdings. Consequently, all assets, liabilities, undertakings, rights, and obligations of Docon will be transferred to and vested in API. A key outcome of this amalgamation is the transmission and vesting of Docon’s entire shareholding in Thyrocare Technologies Limited to API. This comprises 8,12,00,000 equity shares, representing 51.02% of Thyrocare’s paid-up share capital.
It is important to note that Docon is currently a wholly owned subsidiary of API. Both entities are part of the Promoter Group of Thyrocare. The amalgamation will not alter the aggregate shareholding of the Promoter and Promoter Group, which will remain at 51.02%. Post the Effective Date, API will hold this shareholding directly, superseding Docon’s previous ownership.
Shareholding Pattern Post-Amalgamation
| S. No | Category of Shareholders | Before Implementation | After Scheme Implementation | ||
|---|---|---|---|---|---|
| No of Shares | % of holding | No of Shares | % of holding | ||
| A) | Promoter & Promoter Group | ||||
| 1 | Docon Technologies Private Limited | 8,12,00,000 | 51.02% | Nil | Nil |
| 2 | API Holdings Limited | Nil | Nil | 8,12,00,000 | 51.02% |
| B) | Public Shareholders | 7,79,65,315 | 48.98% | 7,79,65,315 | 48.98% |
| Total (A+B) | 15,91,65,315 | 100.00% | 15,91,65,315 | 100.00% | |
Source: BSE
