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Informist, Monday, Jul. 6, 2026

 

--NCLT Ahmedabad approves JB Chemicals' merger with Torrent Pharma

 

By Surya Tripathi

 

NEW DELHI – The Ahmedabad bench of the National Company Law Tribunal Monday approved JB Chemicals & Pharmaceuticals Ltd.'s merger with Torrent Pharmaceuticals Ltd. According to the merger scheme, JB Chemicals will get dissolved without winding up. A bench of judicial member Chitra Ram Hankare and technical member Velamur Govindan Venkata Chalapathy said that the merger is sanctioned and is binding on both the companies and their shareholders. 

 

Under the approved share exchange ratio, shareholders of JB Chemicals, excluding Torrent Pharmaceuticals, will receive 51 equity shares of Torrent Pharma with a face value of INR 5 each for every 100 shares of INR 1 value held in JB Chemicals. The appointed date for the merger scheme will be Jan. 21, 2026, said the tribunal. 

 

The merger documents said the authorised share capital of JB Chemicals would be combined with the authorised share capital of Torrent Pharmaceuticals. Therefore, the resultant authorised share capital of Torrent Pharmaceuticals will be INR 2.55 billion. Further, holders of non-convertible debentures of Torrent Pharmaceuticals will continue to hold the same without any interruption and on the same terms, including the coupon rate, the tenure, the redemption price, quantum, and the nature of security, stated the scheme.

 

The borrowing limit of Torrent Pharmaceuticals will be increased to INR 280 billion, the scheme said. In addition, all the employees of JB Chemicals will become employees of Torrent Pharmaceuticals, without any interruption in service, on terms and conditions no less favourable than those on which they are engaged by JB Chemicals, it said.

 

Torrent Pharmaceuticals had entered into binding agreements with JB Chemicals and Tau Investment Holdings Pte. Ltd to acquire 74.48 million fully paid-up equity shares of JB Chemicals. Torrent had agreed with employee shareholders of JB Chemicals to acquire 3.9 million equity shares of the latter. In addition, Torrent Pharmaceuticals has announced and completed the mandatory open offer under the applicable law and has acquired 1,317 equity shares from the public shareholders of JB Chemicals.

 

JB Chemicals is engaged in the business of manufacturing and marketing of a diverse range of pharmaceutical formulations and active pharmaceutical ingredients. Torrent Pharmaceuticals is involved in the business of research and development, manufacturing, marketing,promoting and sale of pharmaceutical products. 

 

Since the parties operate in related businesses, the amalgamation will help consolidate the businesses of the companies into a single entity, stated the scheme. The merger will enhance the product offerings of Torrent Pharmaceuticals and more effectively meet the customer needs by leveraging the combined portfolio of products with enhanced marketing capabilities of both companies, it said. The scheme will help get a diversified and consolidated portfolio of branded products that will strengthen the existing base in the focus segment, and help strategise the business for long term sustainable growth, it added.

 

On Monday, shares of JB Chemicals & Pharmaceuticals Ltd. ended 1.1% higher at INR 2,390.00 on the National Stock Exchange, and shares of Torrent Pharmaceuticals Ltd. ended 1.1% higher at INR 4,822.70.  End 

 

Edited by Avishek Dutta

 

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