Adroit Biomed Limited Vs Alkem Laboratories Limited (NCLT Mumbai)
The National Company Law Tribunal (NCLT), Mumbai Bench, considered a first motion company application under Sections 230 to 232 of the Companies Act, 2013, seeking approval for a Scheme of Amalgamation between a transferor company and its holding company. The transferor company was a wholly owned subsidiary of the transferee company, which is a listed entity on BSE Limited and the National Stock Exchange of India Limited. The registered offices of both companies were situated in Maharashtra, bringing the matter within the Tribunal’s jurisdiction. The respective Boards of Directors approved the Scheme in February 2026, with an appointed date of 1 April 2025.
The applicants stated that the transferor company was engaged in trading pharmaceutical products, cosmetics, nutraceuticals, and food supplements, while the transferee company carried on a broader pharmaceutical manufacturing and trading business. The transferee company had acquired 100% of the transferor company’s equity share capital on 23 April 2025 as part of its strategy to strengthen its dermatology and cosmetology business. According to the Scheme, the amalgamation would integrate business operations, consolidate assets and intellectual property, eliminate duplication of functions, reduce administrative and managerial costs, improve operational efficiency, achieve economies of scale, optimize capital allocation, expand product portfolios, strengthen customer reach and distribution networks, simplify the corporate structure, streamline management, reduce regulatory compliances, eliminate multiple record-keeping requirements, enhance liquidity and long-term market value, and provide improved growth opportunities for employees.
