The National Company Law Tribunal (NCLT), Amravati Bench, has approved the Composite Scheme of Arrangement for Laurus Labs Limited. The scheme involves the demerger of the Identified Business Undertaking of Laurus Synthesis Private Limited (LSPL) into Sriam Labs Private Limited (SLPL), followed by the amalgamation of the remaining LSPL undertaking with Laurus Labs Limited (LLL). The Appointed Date for the scheme is set as April 01, 2026. Key meetings for shareholders and secured creditors of the Transferor and Resulting companies were dispensed with.
Tribunal Sanctions Complex Corporate Restructuring
On February 24, 2026, the Hon’ble National Company Law Tribunal (NCLT), Amravati Special Bench, issued an order allowing the Joint First Motion Company Application concerning the Composite Scheme of Arrangement. The scheme involves two main components:
- Demerger: The Identified Business Undertaking (Unit-1) of Laurus Synthesis Private Limited (LSPL, the Transferor/Demerged Company) will be demerged and merged into Sriam Labs Private Limited (SLPL, the Resulting Company).
- Amalgamation: The remaining business undertakings of LSPL (excluding Unit-1) will be amalgamated with Laurus Labs Limited (LLL, the Transferee/Parent Company).
The Appointed Date for this entire scheme to become effective is 01.04.2026.
Dispensation of Meetings
The NCLT order has specifically dispensed with several statutory meetings, reflecting that the underlying transactions involve wholly-owned subsidiaries:
- Meetings of Equity Shareholders and Secured Creditors of LSPL (Transferor) and SLPL (Resulting) were dispensed with.
- Meetings of Equity Shareholders, Secured Creditors, and Unsecured Creditors of Laurus Labs Limited (Transferee) were also dispensed with, based on precedents where the rights of public shareholders are unaffected by subsidiary amalgamation.
However, the Tribunal directed the convening of meetings for the Unsecured Creditors of both the Transferor and Resulting Companies:
- Meeting for Unsecured Creditors of LSPL (Transferor): Scheduled for April 06, 2026, at 11:00 A.M.
- Meeting for Unsecured Creditors of SLPL (Resulting): Scheduled for April 06, 2026, at 12:30 P.M.
Scheme Rationale and Consideration
The primary rationale driving the demerger is the consolidation and greater integration of like businesses, leading to enhanced financial strength and operational flexibility. The subsequent amalgamation aims to maximize shareholder value, utilize resources optimally, and simplify the overall group structure.
The consideration under the scheme involves the Resulting Company (SLPL) issuing and allotting Twenty-Seven (27) Equity Shares for every One (01) Equity Share held by the shareholders of the Demerged Company (LSPL). Conversely, the equity shares held by the Transferee Company (LLL) in the Transferor Company (LSPL) shall be cancelled and extinguished without issuance of new shares.
Compliance Requirements
The Tribunal directed the chairpersons appointed for the creditor meetings to ensure notices are sent to Unsecured Creditors at least thirty (30) days prior to the meeting date. Furthermore, notices must be advertised in the English daily “Times of India” (Visakhapatnam Edition) and the Telugu daily “Eenadu” (Visakhapatnam Edition) at least thirty (30) days before the meetings.
The order confirms that the scheme does not require prior approval under the Drugs and Cosmetics Act, 1940, necessitating only intimation to the licensing authority. The overall process is deemed exempt from the provisions of the Competition Act, 2002, as no change in control results.
Source: BSE
