The Board of Directors of Alkem Laboratories Limited approved the amalgamation of its wholly-owned subsidiary, Adroit Biomed Limited (ABL), into the company via a scheme of arrangement. This move aims to integrate and consolidate business operations, streamline overheads, and enhance organizational efficiency. The scheme is subject to NCLT sanction and other requisite approvals. Financials show the Transferor Company had a March 31, 2025 revenue of ₹596.8 Mn.
Approval of Corporate Restructuring Scheme
The Board of Directors of Alkem Laboratories Limited has formally approved a significant corporate restructuring: the amalgamation of its wholly-owned subsidiary, Adroit Biomed Limited (“ABL”), with and into the Company. This process will be executed through a scheme of arrangement under the provisions of the Companies Act, 2013.
The amalgamation requires the sanction of the National Company Law Tribunal (NCLT) and necessary approvals from shareholders and creditors, if directed.
Key Financial Data (As of March 31, 2025)
The disclosure provided key financial metrics for the Transferor Company (ABL) compared to the Transferee Company (Alkem):
- Paid-up Equity Share Capital (INR): ABL stood at ₹42,50,000, significantly smaller than Alkem’s ₹23,91,30,000.
- Net Worth: ABL reported a Net Worth of 75.7 Mn INR, while Alkem’s Net Worth was 1,23,218.3 Mn INR.
- Total Revenue from Operations: ABL generated 596.8 Mn INR, compared to Alkem’s 88,134.4 Mn INR for the year ended March 31, 2025.
Rationale for Amalgamation
Since both companies are engaged in similar businesses—trading various pharmaceutical, nutraceutical, cosmetic, and food supplement products—the scheme is expected to yield several operational benefits:
- Integration and Scale: To integrate and consolidate operations, providing a significant impetus to the overall growth and scale of the combined entity.
- Efficiency Gains: To eliminate duplication of work, rationalize administrative efforts, and achieve a significant reduction in overheads, including administrative and marketing expenditures.
- Access to Assets: To provide seamless access to a larger pool of assets, including intangible assets, licenses, and intellectual property, leading to greater organizational efficiency.
- Financial Strength: To allow for more efficient capital allocation and enhanced cash flow management, thereby strengthening the overall financial position.
Related Party Transactions and Shareholding
The transaction will not fall within the purview of related party transactions under Section 188 of the Companies Act, 2013, based on clarification issued by the Ministry of Corporate Affairs in July 2014.
Furthermore, no cash consideration or share exchange will occur. As ABL is a wholly owned subsidiary, all its shares held by the Company will stand cancelled, and the pre- and post-amalgamation shareholding pattern of Alkem Laboratories Limited will remain the same.
Source: BSE
