NCLT Ahmedabad Directs Equity Shareholder Meetings For J.B. Chemicals-Torrent Pharmaceuticals Merger

The Ahmedabad Bench of the National Company Law Tribunal (NCLT) directed the companies to convene meetings of equity shareholders of J.B. Chemicals & Pharmaceuticals Ltd. (Transferor Company) and Torrent Pharmaceuticals Ltd. (Transferee Company) in connection with their proposed scheme of amalgamation under Sections 230 to 232 of the Companies Act, 2013.

A Bench comprising Judicial Member Chitra Hankare and Technical Member Dr Velamur G Venkata Chalapathy delivered the order on 23 March 2026 and modified it through a corrigendum on 24 March 2026. The Bench observed:

“a. With respect to Equity Shareholders: the meeting of the equity shareholders shall be convened within 45 days from the date of order through Video Conferencing(VC)/ other Video Visual Means (OVAM).”

The scheme merges J.B. Chemicals into Torrent Pharmaceuticals with an appointed date of 21 January 2026. Both companies have their headquarters in Ahmedabad and fall under the jurisdiction of the Registrar of Companies, Gujarat. The boards of both companies approved the scheme on 29 June 2025.

The companies stated that the merger would enhance product offerings, expand customer coverage, and improve operational efficiencies. Pooling resources would enable the merged entity to achieve economies of scale, reduce compliance burdens, and consolidate administrative functions. Combining human capital would strengthen organisational leadership and create a diversified portfolio of branded products to support long-term sustainable growth.

J.B. Chemicals reported an authorised share capital of Rs. 20.3 crore and paid-up capital of Rs. 16.05 crore, with over 69,000 equity shareholders. It had one secured creditor and 1,365 unsecured creditors as of 31 December 2025. The company disclosed 66 lease arrangements amounting to Rs. 32.09 crore, which it treated as unsecured liabilities for the purpose of creditor meetings.

Torrent Pharmaceuticals reported an authorised share capital of Rs. 235 crore and paid-up capital of Rs. 169.22 crore, with over 76,000 equity shareholders. It had eight secured creditors, all of whom submitted consent affidavits, and 1,837 unsecured creditors. The company disclosed 10 lease arrangements amounting to Rs. 116.52 crore, also treated as unsecured liabilities.

The companies submitted certificates from NGST & Associates, Chartered Accountants, and G.K. Choksi & Co, Chartered Accountants, confirming the lists of secured and unsecured creditors of both companies as on 31 December 2025.

The companies stated that the scheme serves the interests of shareholders, creditors, employees, and all other stakeholders, and that it would not prejudice the rights of any shareholder, director, or creditor. They also confirmed that no proceedings or investigations were pending against either company.

The Tribunal directed the companies to convene equity shareholder meetings within 45 days of the order via video conferencing or other audio-visual means, with a quorum of 30 shareholders.

The Bench dispensed with the convening of meetings of secured creditors for both J.B. Chemicals & Pharmaceuticals (which reported one secured creditor) and Torrent Pharmaceuticals (which reported eight), based on the consent affidavits submitted by these creditors.

It also dispensed with meetings of unsecured creditors, including lessors, for both companies, as per the corrigendum dated 24 March 2026.

The Bench appointed Shri Mahesh Gupta, an independent company secretary, as Chairman of the meetings, with Gunjan Agarwal as the alternate.

Accordingly, the Tribunal disposed of the application.

APPLLICANTS ADVOCATE/ PROFESSIONAL: Senior Advocate Sourabh Soparkar and Advocate Swati Soparkar