The National Company Law Tribunal (NCLT), Bengaluru Bench, has officially sanctioned the Scheme of Amalgamation involving the merger of Shilpa Therapeutics Private Limited (Wholly Owned Subsidiary) into Shilpa Medicare Limited (Holding Company). The sanction order was passed on February 27, 2026, with the final order uploaded on March 5, 2026. The scheme’s effective date is set as April 1, 2025. The company is proceeding to file the final order with the Registrar of Companies.
NCLT Sanction for Amalgamation Scheme
Shilpa Medicare Limited (SML) has announced that the Hon’ble National Company Law Tribunal (NCLT), Bengaluru Bench, has sanctioned the Scheme of Amalgamation. This Scheme involves the merger of its wholly-owned subsidiary, Shilpa Therapeutics Private Limited, into SML, pursuant to Sections 230 to 232 of the Companies Act, 2013. The sanction was formally granted via an order dated February 27, 2026, with the final order becoming accessible on March 5, 2026.
Key Scheme Details and Effective Date
The Tribunal approved the Scheme of Amalgamation, making it binding on both companies and their respective shareholders and creditors. A critical detail established in the order is the Appointed Date for the amalgamation, which is confirmed as April 1, 2025. The Scheme will formally take effect upon the filing of the certified NCLT order with the Registrar of Companies.
Regulatory Observations and Undertakings
During the proceedings, regulatory authorities, including the Regional Director (RD), raised several points that the Petitioner Companies addressed through undertakings:
- Shareholding: It was confirmed that Shilpa Medicare Limited holds the entire Equity & Preference Shares in the Transferor Company, making it a wholly-owned subsidiary.
- Employee Interest: SML undertook to safeguard the interests of all staff, workmen, and employees of the Transferor Company, ensuring their absorption on terms not less favourable than existing conditions, without any break in service.
- Statutory Dues: Undertakings were provided to settle all undisputed statutory dues, including those owed to MSMEs (Transferor Company owing Rs. 25.60 lakhs and Transferee Company owing Rs. 53.13 lakhs).
- Capital Structure: The Transferee Company committed to complying with Section 232(3)(i) for the clubbing of Authorised Share Capital and paying any differential fees within six months of the Order.
Official Liquidator and RBI Reports
The Official Liquidator noted that the Transferor Company is a going concern, reporting revenues of approximately Rs. 3.07 crore for FY 2023-24. The Reserve Bank of India (RBI) report highlighted outstanding entries related to inward remittances (IRMs) pending beyond one year (totaling Rs. 598.22 crore) and Shipping Bills (SBs) unrealized beyond nine months (totaling Rs. 226.81 crore) as of January 10, 2025. SML confirmed compliance with FEMA/RBI regulations in their response.
Final Tribunal Directions
The NCLT formally allowed the petition, approving the Scheme binding on all shareholders and creditors. The Tribunal ordered SML to deliver a certified copy of the Order to the Registrar of Companies, Karnataka, within 30 days for registration. The sanction does not grant exemption from payment of stamp duty, taxes, or other statutory charges.
Source: BSE
