The National Company Law Tribunal (NCLT), Chennai Bench, has sanctioned the scheme of amalgamation of Dhanuka Laboratories Limited with Orchid Pharma Limited . The order, pronounced on June 05, 2026, allows the merger petition filed under Sections 230 to 232 of the Companies Act, 2013. The amalgamation aims to create a larger integrated pharmaceutical entity with a projected sales turnover of ₹1,400–1,500 crores and an EBITDA of ₹200–250 crores, leveraging operational synergies and a stronger market presence.

The Appointed Date for the scheme is April 01, 2024. The merger will become effective upon the filing of the certified copy of the NCLT order with the Registrar of Companies. The share exchange ratio stipulates that 161 fully paid-up equity shares of face value ₹10 each of Orchid Pharma Limited will be issued for every 5 fully paid-up equity shares of face value ₹100 each held in Dhanuka Laboratories Limited. Consequently, the face value of Dhanuka Laboratories shares will be sub-divided from ₹100 to ₹10.

Key Merger Details

Statutory Approvals and Compliance

The Regional Director, Southern Region, and the Official Liquidator expressed no objection to the scheme, subject to specific undertakings by the companies. The Income Tax Department also conveyed its approval, subject to the condition that it reserves the right to proceed against the companies under the provisions of the Income Tax Act, 1961, and that any pending assessment proceedings for Assessment Year 2023-24 shall continue as per law.

In response to objections, the companies undertook to ensure that no employee of the amalgamating company in service as on the Appointed Date would be retrenched due to the amalgamation. They also agreed to fix the Record Date immediately after the sanction of the scheme and confirmed that any modifications to the scheme post-sanction would require specific prior approval of the NCLT.

Orchid Pharma has received an order from the Additional Commissioner of Central Tax, Chennai-Outer Commissionerate, demanding a payment of Rs 1.67 Cr along with interest. The order, passed under Section 11A of the Central Excise Act, 1944, was received on June 09, 2026, and relates to the recovery of an amount that the authority claims was erroneously refunded previously. The company asserts that the demand is unjustified and unsustainable in law and facts, and intends to file an appeal before the competent appellate authority.

The disclosure was made to the National Stock Exchange of India Limited and BSE Limited in compliance with Regulation 30 read with Part A of Schedule III of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kapil Dayya, Company Secretary & Compliance Officer, signed the intimation on June 11, 2026.

Background of the Demand

The authority has determined that the refund of Rs 1,67,07,937 was sanctioned erroneously by the then Assistant Commissioner of Central Excise, Poonamalle Division. Consequently, the order confirms the demand and recovery of this amount under Section 11AB of the Central Excise Act, 1944. The company disputes this assessment and views the legal remedies as the appropriate course of action.

Impact Assessment

Orchid Pharma has clarified that the subject matter of the order pertains to a period prior to the commencement of the Corporate Insolvency Resolution Process (CIRP). The company was subsequently acquired pursuant to a Resolution Plan sanctioned by the National Company Law Tribunal. Management is of the view that any liabilities from the pre-acquisition period are addressed under the provisions of the approved Resolution Plan and applicable law. Therefore, the company believes the order will not have a material impact on its financials, operations, or other activities.