NCLT Ahmedabad Dispenses With Shareholder, Creditor Meetings In Alkem Medtech Ortho–Alkem Medtech Amalgamation

The Ahmedabad bench of the National Company Law Tribunal (NCLT) has allowed a company application filed by Alkem Medtech Ortho Pvt. Ltd., clearing the way for its proposed amalgamation with Alkem Medtech Pvt. Ltd. and dispensing with the need to hold meetings of shareholders and creditors.

The order was passed on March 27 by Judicial Member Shammi Khan and Technical Member Sanjeev Sharma.

Alkem Medtech Ortho, the transferor company, had approached the tribunal under the Companies Act seeking directions on its merger with its parent, Alkem Medtech Pvt. Ltd. The scheme, approved by its board on February 6, 2026, carries an appointed date of April 16, 2025.

All seven equity shareholders had given written consent. The company's sole secured creditor, to whom Rs 1,382.46 lakh is owed, had also filed a consent affidavit.

There are 59 unsecured creditors with dues of Rs 1,365.11 lakh. The company told the tribunal that the scheme does not involve any compromise with them and no liability is being reduced or extinguished. It pointed to its net worth of Rs 8,226.14 lakh and the transferee's net worth of Rs 45,313.99 lakh to argue that creditor interests would not be affected.

The bench accepted this and dispensed with meetings of equity shareholders, the secured creditor, and unsecured creditors.

It also relied on the Bombay High Court's ruling in Mahaamba Investments Ltd. v. IDI Ltd., noting that a separate petition by the transferee company is not required where no new shares are issued and creditors are not adversely affected. In this case, the transferor is a wholly owned subsidiary and its shares will stand cancelled once the scheme becomes effective, without any fresh issuance.

Alkem Medtech Ortho, incorporated in 2021 in Rajkot, Gujarat, manufactures, produces, trades, imports, and exports equipment, instruments, tools, and accessories used in orthopaedic surgery and treatment of orthopedic joint implants. The transferee company was incorporated in Mumbai in March 2024.

The company said its statutory auditors have certified that the accounting treatment in the scheme complies with applicable standards. It also stated that no investigations or proceedings under the Companies Act or earlier law are pending against it, and that no winding up proceedings have been initiated.

The tribunal has directed that notices be issued to the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department and other regulators, who have 30 days to respond.

The company must then move the second motion within 15 days of completing this process or within seven days of receiving responses, whichever is later.