Bal Pharma Limited announced that the Hon'ble National Company Law Tribunal (NCLT), Bangalore Bench, pronounced an order on 26 Mar 25 allowing the Scheme of merger of Golden Drugs Pvt Ltd, a wholly-owned subsidiary, with Bal Pharma Limited. The order was uploaded on the NCLT website on the evening of 27 Mar 25.
Key details of the scheme:
- The scheme is pursuant to Sections 230 and 232 of the Companies Act, 2013.
- The appointed date for the Scheme is 1 Apr 23 (changed from the original date of 1 Apr 21 as per NCLT direction).
- The NCLT order mandates Bal Pharma to deposit ₹75,000 with the Pay & Accounts Officer, Chennai, for the Regional Director, and ₹25,000 in favor of The Prime Minister’s National Relief Fund, within four weeks of receiving the certified order copy.
- Bal Pharma is directed to comply with Section 170A of the Income Tax Act, 1961 within the stipulated time.
- The scheme is binding on all shareholders and creditors of both companies.
- The NCLT clarified that the order should not be construed as an exemption from any stamp duty, taxes, or other charges.
The NCLT considered reports from the Regional Director (RD), Registrar of Companies (ROC), Income Tax Department (IT), Official Liquidator (OL), and Reserve Bank of India (RBI), along with replies from the petitioner companies. Several observations were raised by these authorities, including:
- The RD/ROC initially noted discrepancies in the appointed date and capital structure, and non-compliance with Section 89/90 of the Companies Act, 2013. They also requested NOCs from SEBI, BSE, RBI, and other regulatory bodies.
- The IT Department noted pending penalties and tax demands, including demands for assessment years 2008-09 (₹4.88 lakhs and ₹6.01 lakhs), 2009-10 (₹78,767), 2017-18 (₹85.10 lakhs and ₹20,000), 2018-19 (₹1.47 crores), 2019-20 (₹60.55 lakhs), and 2022-23 (₹13.31 lakhs).
- The OL raised concerns about the appointed date, secured creditor approval, related party transactions, and employee retrenchment.
- The RBI highlighted outstanding shipping bills (₹80.57 crores), inward remittance messages (₹117.64 crores), bills of entry (₹106.89 crores), and outward remittances messages (₹85.84 crores).
Bal Pharma has addressed these observations in its reply affidavits, undertaking to comply with applicable laws and regulations.