Khaitan & Co has advised RPSG Ventures Limited, Woodlands Multispeciality Hospital Limited, and Clarionix Healthcare Private Limited on a Composite Scheme of Arrangement among the companies and their respective shareholders and creditors under Sections 230–232 of the Companies Act, 2013. The transaction represents a significant restructuring of the RP-Sanjiv Goenka Group’s healthcare portfolio. The transaction is subject to regulatory and shareholder approvals.
Introduction
The Composite Scheme of Arrangement provides for the amalgamation of Woodlands Multispeciality Hospital Limited with RPSG Ventures Limited, and the transfer and vesting of the Hospital & Nursing Undertaking from RPSG Ventures Limited into Clarionix Healthcare Private Limited, its wholly owned subsidiary. The scheme is structured as a two-step corporate reorganisation — first, an upstream amalgamation, followed by a downstream transfer of operating assets into a dedicated subsidiary. RPSG Ventures Limited acquired 100% of Clarionix Healthcare Private Limited, making it a wholly owned subsidiary effective June 25, 2026.
Clarionix Healthcare Private Limited was incorporated on May 20, 2026, and is engaged in establishing and managing medical care facilities. The scheme is being implemented under Sections 230–232 of the Companies Act, 2013, which govern mergers, amalgamations, and arrangements, and requires sanction from the National Company Law Tribunal (NCLT). Further details on the expected timeline for NCLT approval were not disclosed.
Legal Teams Involved
Khaitan & Co advised all three entities — RPSG Ventures Limited, Woodlands Multispeciality Hospital Limited, and Clarionix Healthcare Private Limited — on the Composite Scheme of Arrangement.
The Khaitan & Co transaction team consisted of:
- Haigreve Khaitan (Managing Partner)
- Hiten Kotak (Executive Director)
- Mehul Shah (Partner)
- Rusha Mitra (Partner)
- Aman Yagnik (Partner)
- Raghav Kumar Bajaj (Partner)
- Vishal Samnani (Principal Associate)
- Anmol Sharma (Associate)
Significance and Impact
RPSG Ventures Limited has structured Clarionix Healthcare Private Limited as a dedicated vehicle for hospital and nursing assets under its corporate structure, with the move strengthening the group’s healthcare platform. By ring-fencing the hospital operations within a purpose-built subsidiary, the group seeks to bring greater management focus and operational clarity to its healthcare vertical.
This corporate restructuring is designed to professionalise and scale RPSG Ventures’ healthcare vertical. By establishing a dedicated subsidiary structure for the hospital business, the company aims to achieve clearer business delineation, independent management focus, and enhanced stakeholder confidence.
Woodlands Multispeciality Hospital started as a secondary care unit and gradually developed as a tertiary care unit, and in its over 70 years of existence has touched the lives of millions of patients in Kolkata, Eastern India, and other neighbouring countries. Its integration into the RPSG Ventures corporate structure underscores the group’s long-term commitment to scaling this legacy healthcare asset.
The appointment of a partner-heavy, senior-led team from Khaitan & Co — with six partners including the Managing Partner — reflects the structural and regulatory complexity of a composite scheme involving three entities, their shareholders, and their creditors simultaneously. For a broader view of law firm deal activity, see the Deal Meter.
Khaitan & Co has advised RPSG Ventures Limited, Woodlands Multispeciality Hospital Limited, and Clarionix Healthcare Private Limited on a Composite Scheme of Arrangement under Sections 230–232 of the Companies Act, 2013, which provides for the amalgamation of Woodlands Multispeciality Hospital Limited with RPSG Ventures Limited and the transfer and vesting of the Hospital & Nursing Undertaking into Clarionix Healthcare Private Limited. The deal marks a material step in the RP-Sanjiv Goenka Group’s strategy to consolidate and separately manage its healthcare interests. The scheme remains subject to regulatory and shareholder approvals, and further procedural details were not disclosed.
Disclaimer: This article is for informational purposes only and does not constitute legal advice. It is based on the details provided and publicly available sources.
