J.B. Chemicals & Pharmaceuticals Limted Vs Torrent Pharmaceuticals Limited (NCLT Ahmedabad)
The National Company Law Tribunal, Ahmedabad, considered a joint Company Petition filed under Sections 230 to 232 of the Companies Act, 2013 and the Companies (Compromise, Arrangement and Amalgamations) Rules, 2016 seeking sanction of a Scheme of Arrangement in the nature of amalgamation of the Transferor Company with the Transferee Company and their respective shareholders. The Scheme proposed an Appointed Date of 21.01.2026.
The Boards of Directors of both companies approved the Scheme through resolutions dated 29.06.2025. The Scheme was stated to consolidate the businesses of the parties, enhance product offerings, expand customer coverage, improve operational, organisational and financial efficiencies, achieve economies of scale, reduce multiple entities and regulatory compliances, consolidate administrative and managerial functions, strengthen organisational capability, and create a diversified portfolio of branded products.
By earlier orders dated 23.03.2026 and 24.03.2026, the Tribunal dispensed with the meetings of secured and unsecured creditors and directed meetings of equity shareholders. The equity shareholders approved the Scheme with the requisite majority. The public shareholders of J.B. Pharma also approved the Scheme by the requisite majority of 99.02% in accordance with the applicable SEBI Master Circular. Notices of hearing were published and served upon the Regional Director (RD), Registrar of Companies (RoC), Income Tax Authorities, Official Liquidator (OL), BSE, NSE, SEBI and the Competition Commission of India.
