The National Company Law Tribunal (NCLT) at Mumbai has approved the merger of Bayer Zydus Pharma Pvt Ltd into Bayer Pharmaceuticals Pvt Ltd, as part of a group-level corporate restructuring exercise.
A coram of Judicial Member Lakshmi Gurung and Technical Member Hariharan Neelakanta Iyer in an order on January 9, observed that the companies complied with the applicable laws and the scheme was not prejudicial to the interest of its members or public interest.
Bayer Zydus Pharma was incorporated on February 7, 2011 and is engaged in the business of marketing, sale and distribution of pharmaceutical products, intermediaries and allied healthcare products. Bayer Pharmaceutical incorporated in July 1998, is involved in the manufacture and marketing of pharmaceutical intermediaries, consumer health products, medicinal formulations, radiology equipment.
Bayer Group is a global life-science conglomerate headquartered in Germany, with diversified operations spanning pharmaceuticals, consumer health and agriculture.
The boards of directors of the two companies approved the scheme at their respective meetings held in June 2024 and fixed April 1, 2024 as the appointed date. The companies informed the tribunal that the merger was an internal reorganisation aimed at consolidating pharmaceutical operations within a single entity in India.
The companies submitted that the amalgamation would result in operational efficiencies, improved cash management and reduction in administrative and regulatory compliances. It placed audited financial statements and certificates issued by the statutory auditors, confirming that the proposed accounting treatment under the scheme was in accordance with applicable accounting standards.
The Regional Director and the Official Liquidator, in their respective reports, stated that the affairs of the transferor company had been conducted properly and that the scheme was not prejudicial to the interests of shareholders, creditors, or public interest.
The tribunal accordingly sanctioned the scheme and directed that all assets, liabilities, contracts, and employees of Bayer Zydus Pharma shall stand transferred and vested in Bayer Pharmaceuticals, with the transferor company being dissolved without winding up. It clarified that the income tax authorities would be at liberty to take appropriate action in accordance with tax laws.
Case Title: Bayer Zydus Pharma Pvt Ltd and Bayer Pharmaceuticals Pvt Ltd
Case Citation: 2026 LLBiz NCLT (MUM) 42
Case Number: C.P. (CAA) /44 (MB) 2025 IN C.A. (CAA) /132 (MB) 2024
For Petitioners: Advocates Hemant Sethi, Sanjay Buch, Devanshi Nanavati, Pranjali Satam i/b Crawford Bayley & Co.
For Regional Director: Advocate Gaurav Jaiswal