NCLT Bengaluru Approves Puresoftware–Happiest Minds Composite Scheme Of Arrangement

The Bengaluru Bench of the National Company Law Tribunal (NCLT) on 29 May sanctioned a Composite Scheme of Arrangement between Puresoftware Technologies, a wholly owned subsidiary, and Happiest Minds Technologies Limited, a listed company.

Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada held that no impediment existed to approval once the companies addressed concerns raised by statutory authorities. The Bench, however, clarified:

“While approving the Scheme, it is clarified that this order should not be construed as an order in anyway granting exemption from payment of any stamp duty, taxes, or any other civil/criminal liability, charges and payment in accordance with law or in respect of any permission/compliance or anything to be done in legal compliance.”

In the first motion proceedings, the Tribunal dispensed with meetings of shareholders and creditors and directed issuance of notices to the Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Department.

Statutory authorities raised concerns regarding open charges, ESOP holders, statutory dues, MSME liabilities, employee protection, pending tax demands, SEBI compliance, and preservation of records. The companies filed undertakings and compliance affidavits addressing these concerns. The companies also sought modification of the appointed date from 1 April 2025 to 1 April 2026, which the Tribunal allowed.

After considering the reports of statutory authorities and the responses filed by the companies, the Tribunal observed:

“Perceptibly the concerned Govt. departments are satisfied by the responses on behalf of the Petitioners that take care of their concerns including regarding future treatment. There thus remains no impediment to the approval of Scheme.”

Accordingly, the NCLT approved the Composite Scheme of Arrangement with effect from 1 April 2026 and clarified that the approval would not exempt the companies from statutory obligations.

For Petitioners: Uday Shankar and Anirudh

For ROC and RD: Vinayaka S Pandit

For Income Tax Department: Ganesh R Ghale