NCLT Bengaluru Approves Amalgamation Of Shilpa Therapeutics With Listed Parent Shilpa Medicare

The National Company Law Tribunal (NCLT) at Bengaluru has recently approved the amalgamation of Shilpa Therapeutics Private Limited, a wholly owned subsidiary, into its listed parent Shilpa Medicare Limited, an intra-group merger within the Shilpa group.

A coram of Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada sanctioned the scheme, holding that there remained no impediment to its approval after consideration of reports filed by statutory authorities.

“​​the petition is allowed and Scheme of Amalgamation is approved with appointed date being 01.04.2025 and it is declared that the same is binding on all the shareholders and creditors of the Transferor as well as Transferee Companies” it held

The second motion petition was filed seeking approval of the merger of Shilpa Therapeutics with Shilpa Medicare. Shilpa Medicare is a listed public company whose equity shares are listed on the Bombay Stock Exchange and National Stock Exchange. The scheme pertains to the amalgamation of a wholly owned subsidiary into its listed holding company.

The Tribunal had earlier dispensed with the meetings of shareholders and creditors, and the scheme was approved by the requisite majority where meetings were conducted.

The Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department and Reserve Bank of India filed reports raising observations relating to the appointed date, capital structure mismatch, MSME dues, payment of stamp duty, FEMA compliance and pending export and import remittance.

The companies filed undertakings addressing the observations, agreed to change the appointed date from 01.04.2023 to 01.04.2025, comply with FEMA and RBI regulations, settle undisputed statutory and MSME dues, and pay difference of the stamp duty.

After examining the reports and undertakings, the Tribunal observed that the government departments had not raised further queries.

“Perceptibly the concerned Govt departments are satisfied with the responses on behalf of the petitioners that take care of their concerns including regarding future treatment. There thus remains no impediment to the approval of Scheme.” it held

It also clarified— “that this order should not be construed as an order in anyway granting exemption from payment of any stamp duty, taxes, or any other charges, if any, and payment in accordance with law or in respect of any permission/compliance with any other requirement which may be specifically required under any law.”

Accordingly, the petition was allowed, and the scheme of amalgamation was approved with the appointed date being 01.04.2025.

For Petitioners: Advocate Abhijit Atur

For ROC: Advocate Hemanth Rao

For IT Dept : Advocate Ganesh R Ghale