The Allahabad Bench of the National Company Law Tribunal (NCLT) has allowed a first motion application in the proposed amalgamation of Hill View Infrabuild Limited with Salasar Techno Engineering Limited, directing that stakeholder meetings be held for the transferee company while dispensing with such meetings for the transferor company.
The order was passed on April 6, 2026 by a bench comprising Judicial Member Praveen Gupta and Technical Member Ashish Verma, on a joint plea moved by the two companies under the Companies Act, 2013.
Hill View Infrabuild Limited, which is proposed to be merged, is a closely held unlisted public company engaged in infrastructure development, real estate, and project management.
Salasar Techno Engineering Limited, into which the merger is proposed, is a listed public company with its shares traded on the BSE and NSE.
The tribunal noted that Hill View has also been acting as an incubator for projects undertaken by Salasar through special purpose vehicles by providing financial support.
Both companies signed off on the scheme through board resolutions passed on December 30, 2024, fixing April 1, 2025 as the appointed date.
The rationale placed before the Tribunal centers on bringing the group's businesses under one roof.
The merger is intended to simplify the shareholding structure, cut down on overlapping compliance requirements, and make better use of financial, human, and operational resources.
A valuation exercise conducted by registered valuer Mallika Goel determined the share exchange ratio. Under the scheme, Salasar will issue 2,87,430 equity shares of Rs 1 each and 8,358 non-cumulative compulsorily redeemable preference shares of Rs 10 each for every 100 equity shares of Rs 10 each held in Hill View.
The applicants submitted that the scheme does not attract the provisions of the Competition Act, 2002, and that statutory auditors have certified compliance with accounting standards under Section 133 of the Companies Act.
The Tribunal also took note that both BSE and NSE had already reviewed the draft scheme and issued their no-objection letters on February 4, 2026.
On examining the record, it dispensed with the requirement of holding meetings of equity shareholders and unsecured creditors of the transferor company, pointing out that consent affidavits had been obtained from all of them. It also recorded that the company does not have any secured creditors.
For the transferee company, however, meetings will have to go ahead. These are to be held through video conferencing with remote e-voting on June 5, 2026 at 12 noon for equity shareholders, 3 pm for secured creditors, and 4 pm for unsecured creditors.
To oversee the process, the tribunal named Udai Chandani as Chairperson, Babita Jain as Alternate Chairperson, and Sumit Agrawal as Scrutinizer. It also directed that notices be sent to stakeholders and the relevant statutory authorities in line with legal requirements.
The Chairperson has been directed to submit a report on the outcome of the meetings, following which the companies are required to file the second motion petition within seven days of the submission of the report. With these directions, the Tribunal allowed the first motion application.
For Applicants: Advocate Kartikeya Goel