Key Event and Dates

The Hon'ble NCLT, Chennai pronounced its order on June 5, 2026, allowing the company petition (C.P.(CAA)/52(CHE)2025). The order was made available on the NCLT official website (https://nclt.gov.in) on June 11, 2026.

The Appointed Date for the scheme is April 1, 2024. The scheme will become effective upon the completion of steps laid out within it, specifically the filing of the certified copy of the NCLT order with the Registrar of Companies, Chennai by both companies. Orchid Pharma will update the exchanges once the scheme becomes effective.

Parties Involved

  • Amalgamating Company (Transferor Company): Dhanuka Laboratories Limited (CIN: U24100TN1993PLC149053)
  • Amalgamated Company (Transferee Company): Orchid Pharma Limited (CIN: L24222TN1992PLC022994)

Rationale of the Scheme

The rationale for the amalgamation, as detailed in the scheme, includes:

  • Fulfillment of a resolution plan dated May 16, 2019, which envisioned creating a larger company with a potential sales turnover of ₹1400-1500 crores and an EBITDA of ₹200-250 crores.
  • Both companies are engaged in similar businesses, ensuring focused management and operational efficiency.
  • Realization of benefits from greater synergies, wider product offerings, and consolidated operations.
  • Creation of a stronger balance sheet to attract investors.
  • Elimination of conflict of interest and streamlining of the group structure to reduce administrative costs.
  • Achieving improved competitive position and economies of scale.

Share Exchange Ratio and Capital Impact

Upon the scheme becoming effective, Orchid Pharma Limited will issue and allot equity shares to the shareholders of Dhanuka Laboratories Limited as on the Record Date. The share exchange ratio is:

161 fully paid-up equity shares of Orchid Pharma Limited (face value ₹10 each) for every 5 fully paid-up equity shares of Dhanuka Laboratories Limited (face value ₹100 each).

Prior to this allotment, the face value of Dhanuka Labs' shares will be sub-divided. Each equity share of ₹100 face value will be sub-divided into 10 equity shares of ₹10 face value each. Consequently, the authorized share capital of Dhanuka Labs will be restructured to ₹14,50,00,000 divided into 1,45,00,000 equity shares of ₹10 each.

Regulatory and Statutory Authority Observations

The scheme received observations but no objections from key statutory authorities:

1. Regional Director (Southern Region, Chennai):

  • Filed its report on November 24, 2025.
  • Noted a discrepancy between the number of active charges reported in a Chartered Accountant's certificate and those shown on the MCA21 portal for both companies and requested clarification.
  • Directed the companies to comply with Sections 240 and 232(3)(i) of the Companies Act, 2013.
  • Directed the Transferee Company (Orchid Pharma) to file an amended MoA for the increased authorized capital.

2. Income Tax Department:

  • Filed its report on September 22, 2025.
  • Reserved its rights to undertake all proceedings under the Income Tax Act, 1961, against the petitioner companies, including the right to reopen assessments, notwithstanding the NCLT's sanction of the scheme.
  • Noted that assessment proceedings for Dhanuka Labs for AY 2023-24 were under process.

3. Official Liquidator:

  • Filed its report on November 7, 2025.
  • Sought undertakings from the companies that:
  • No employee of Dhanuka Labs in service as on the Appointed Date (April 1, 2024) would be retrenched except in cases of resignation.
  • The Record Date would be fixed immediately after sanction of the scheme and before the dissolution date.
  • No auto-modification of the scheme content would occur without specific prior approval of the NCLT.

Company Undertakings and Replies

Orchid Pharma and Dhanuka Labs provided the following replies and undertakings to the statutory authorities:

Reply to Regional Director: Clarified that the discrepancy in active charges was due to the CA certificate reflecting only utilized facilities with outstanding balances, while the MCA portal shows all registered charges, including unavailed facilities.

Reply to Official Liquidator:

  • Employee Protection: Undertook that no employee of Dhanuka Labs in service as on the Appointed Date (April 1, 2024) would be retrenched due to the amalgamation. They would continue with the same status, designation, and terms.
  • Record Date: Undertook to fix the Record Date immediately after sanction of the scheme, in consultation with the stock exchanges, and before the dissolution/effective date.
  • Scheme Modification: Undertook that Clause 11 of the Scheme (allowing for auto-modification for tax compliance) would not be used to effect any change without the specific prior approval of the NCLT under Section 231(1)(b) of the Companies Act, 2013.

Reply to Income Tax Department: Noted that the scheme clauses ensure all tax liabilities and pending proceedings against Dhanuka Labs will be assumed and continued by Orchid Pharma post-amalgamation. Undertook that any taxes payable by Dhanuka Labs would be paid by Orchid Pharma.

Tribunal's Order and Directives

The NCLT, after considering the scheme and statutory reports, sanctioned it. Key directives in the order include:

  • All properties, rights, and interests of Dhanuka Labs shall transfer to and vest in Orchid Pharma.
  • All liabilities and duties of Dhanuka Labs shall transfer to and vest in Orchid Pharma.
  • The Appointed Date is fixed as April 1, 2024.
  • All pending proceedings by or against the companies shall be continued by Orchid Pharma.
  • All employees of both companies in service on the effective date shall become employees of Orchid Pharma without any break in service.
  • Orchid Pharma shall file a revised Memorandum and Articles of Association with the ROC for the enhanced authorized capital.
  • The companies must deliver a certified copy of the order to the Registrar of Companies within 30 days for registration.

Additional Information

  • The valuation report justifying the share exchange ratio was issued by SSPA & Co. (IBBI/RV-E/06/2020/126) on December 6, 2023.
  • Certificates from Statutory Auditors confirming that the accounting treatment for the scheme complies with Section 133 of the Companies Act, 2013 were placed on record.
  • The NCLT clarified that its order does not grant exemption from payment of stamp duty, taxes, or any other charges due under law.