NCLT Bengaluru Approves Merger Of Aureustech Systems With Happiest Minds Technologies

On 10 August, the National Company Law Tribunal (NCLT) at Bengaluru sanctioned the Scheme of Amalgamation between Aureustech Systems Private Limited and Happiest Minds Technologies Limited, with 1 April 2026 as the appointed date.

A Bench comprising Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada approved the Scheme. They observed:

“The requisite undertakings have been furnished and certification completed. Perceptibly the concerned Statutory Authorities are satisfied by the responses on behalf of the Petitioners and that due care has been taken of their concerns. Thus, there remains no impediment to the approval of Scheme.”

The second motion petition was filed seeking approval of the Scheme. The shares of Happiest Minds are listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

In the first motion application, the Tribunal had dispensed with the meetings of the equity shareholders of Aureustech and the secured creditors of Happiest Minds. It also dispensed with certain other shareholder and creditor meetings, subject to individual notices being issued to unsecured loan and trade creditors of Happiest Minds having outstanding balances of Rs. 1 lakh and above.

Aureustech subsequently became a wholly owned subsidiary of Happiest Minds following a share transfer completed on 29 June 2025. Since Aureustech was wholly owned by Happiest Minds, the shares held by Happiest Minds and its nominees would stand cancelled upon the Scheme becoming effective, without any fresh issue of shares.

The Regional Director and the Registrar of Companies raised concerns regarding the appointed date, capital structure, statutory and Micro, Small and Medium Enterprises (MSME) dues, compliance with the Foreign Exchange Management Act (FEMA) and protection of employee interests. The companies addressed these concerns through their replies and undertakings.

The Income Tax Department and the Reserve Bank of India raised no objection to the Scheme, subject to Happiest Minds remaining responsible for Aureustech's liabilities and complying with applicable FEMA provisions.

The Bench observed that the statutory authorities were satisfied with the responses and that the requisite undertakings had been furnished. It held:

“….the Scheme of Amalgamation as annexed at Annexure 16 is approved with the appointed date being 01.04.2026 and it is further directed that the Scheme is to be binding on all the directors, shareholders and creditors of the Petitioner Companies.”

The Tribunal clarified that the sanction would not exempt the companies from payment of stamp duty, taxes or other charges.

Accordingly, the NCLT allowed the application.

For Petitioners: Advocate R Inbaraju

For Income-tax Department: Advocate Ganesh R Ghale