Shilpa Medicare Limited (SML) has confirmed the receipt of the certified true copy of the NCLT order dated February 27, 2026, approving the Scheme of Amalgamation of its wholly-owned subsidiary, Shilpa Therapeutics Private Limited, with SML. The order, delivered under Sections 230-232 of the Companies Act, 2013, sets the appointed date for the scheme as April 1, 2025. The scheme will become effective upon filing the certified order with the Registrar of Companies (ROC).
Regulatory Approval Secured for Amalgamation
Shilpa Medicare Limited (SML) has officially informed the stock exchanges about the final regulatory step concerning the merger of its wholly-owned subsidiary, Shilpa Therapeutics Private Limited, into SML. The Hon’ble National Company Law Tribunal (NCLT), Bengaluru Bench, sanctioned the Scheme of Amalgamation via an order delivered on February 27, 2026. The certified true copy of this approval was received by SML on March 16, 2026.
Key Scheme Details Confirmed
The entire process, governed under Sections 230-232 of the Companies Act, 2013, establishes the effective date for the amalgamation. The crucial operational date chosen for this merger is the Appointed Date, which is fixed as April 1, 2025. The scheme is now contingent only upon filing the certified true copy of the NCLT order with the Registrar of Companies (ROC), after which the amalgamation will be legally binding on all shareholders and creditors.
NCLT Directives and Petitioner Undertakings
The NCLT order addressed several regulatory observations raised during the Second Motion proceedings, necessitating specific undertakings from the Petitioner Companies (SML and Shilpa Therapeutics Pvt. Ltd.):
- Change in Appointed Date: Although initially set at 01.04.2023, the Tribunal directed the date to be updated, to which the petitioners agreed, finalizing it at 01.04.2025.
- Statutory Dues: SML undertook to settle all undisputed statutory dues, including those owed to MSME vendors (noting outstanding dues of Rs. 3.59 crores for the Transferee Company as of 31.03.2024).
- Employee Interests: SML affirmed that all staff, workmen, and employees of the Transferor Company will be absorbed into SML, with terms and conditions being not less favourable than their existing engagement, without any break in service.
- Tax Compliance: SML provided an undertaking to comply with all tax implications arising from the merger under the Income Tax Act, 1961.
- Stamp Duty: SML committed to paying any differential stamp duty fee required for the clubbing of Authorized Share Capital within six months of the Order date.
Financial Context of the Merger
The merger involves a wholly owned subsidiary (Transferor) being absorbed by its holding company (Transferee). The scheme specifies that no new shares will be issued or allotted to the Transferor Company’s shareholders (as SML holds all shares), and the existing shares in the Transferor Company shall stand cancelled and extinguished.
Furthermore, the scheme will be accounted for under Indian Accounting Standard 103. The NCLT explicitly stated that sanctioning the scheme does not grant exemption from paying any stamp duty, taxes, or other statutory charges, and compliance remains mandatory under all applicable laws.
Source: BSE
