NCLT Bengaluru Approves Amalgamation of Shilpa Therapeutics with Shilpa Medicare, Fixes Appointed Date as April 1, 2025

February 27, 2026 : The National Company Law Tribunal (NCLT), Bengaluru Bench, has sanctioned the scheme of amalgamation of Shilpa Therapeutics Private Limited with its parent company Shilpa Medicare Limited, holding that no legal or procedural impediment remained after consideration of statutory reports and undertakings furnished by the companies.

The approval came in a second motion petition filed under Sections 230 to 232 of the Companies Act, 2013, seeking sanction of the scheme and making it binding on shareholders and creditors of both the transferor and transferee companies.

The Bench comprising Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada noted that the scheme had already received necessary approvals during the first motion stage. Meetings of shareholders and creditors of the transferee company and certain stakeholders of the transferor company had been dispensed with, while meetings of unsecured and trade creditors of the transferor company were duly held, where the scheme was approved by the requisite majority.

The Tribunal recorded that notices were issued to all relevant statutory authorities, including the Regional Director, Registrar of Companies, Reserve Bank of India (RBI), Official Liquidator, Income Tax Department, SEBI, NSE, and BSE. Reports filed by these authorities raised observations on multiple aspects such as appointed date, capital structure discrepancies, statutory and MSME dues, FEMA compliance, accounting treatment, and stamp duty obligations.

In response, the petitioner companies submitted detailed undertakings addressing all concerns. They agreed to revise the appointed date from April 1, 2023 to April 1, 2025, undertook to clear undisputed statutory and MSME dues, comply with FEMA and RBI regulations regarding foreign transactions, safeguard employee interests, and pay differential stamp duty in accordance with Section 232(3)(i) of the Act.

The Tribunal also noted that Shilpa Therapeutics is a wholly owned subsidiary of Shilpa Medicare, and therefore no shares would be issued pursuant to the amalgamation, with existing shareholding standing cancelled upon the scheme becoming effective.

The RBI, in its report, flagged certain outstanding inward and outward remittance issues and export-import realization delays under FEMA regulations, while clarifying that approval of the scheme should be without prejudice to any potential liabilities. The Tribunal recorded the undertaking of the companies to comply with applicable FEMA provisions.

After examining all reports and responses, the Bench observed that the concerned authorities were satisfied and no further objections survived. It held that “there thus remains no impediment to the approval of the Scheme,” and accordingly sanctioned the amalgamation.

While approving the scheme, the Tribunal clarified that its order does not grant any exemption from payment of stamp duty, taxes, or other statutory charges, and directed the companies to comply with all applicable legal requirements, including filing of the order with the Registrar of Companies within the prescribed timeline.

The scheme has been made binding on all shareholders and creditors of both companies, with the appointed date fixed as April 1, 2025.

Case Details:
Case: Shilpa Therapeutics Private Limited with Shilpa Medicare Limited
Case No: C.P.(CAA) No. 44/BB/2024
Coram: Sunil Kumar Aggarwal (Judicial Member) and Radhakrishna Sreepada (Technical Member)