NCLT Bengaluru Approves First Motion In Aureustech–Happiest Minds Merger

The National Company Law Tribunal (NCLT) at Bengaluru on 13 February allowed the first motion application in the proposed merger of Aureustech Systems Private Limited with Happiest Minds Technologies Limited.

A Bench comprising Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada considered the application filed by the companies seeking directions in relation to the proposed scheme of amalgamation.

The Bench also recorded that no investigation proceedings are pending against either company or their directors. Taking note of the materials placed on record, it observed that “we prima-facie discern that all the prescribed legal parameters have been met.”

The first motion application sought approval of the scheme under which Aureustech Systems, a wholly-owned subsidiary, is proposed to merge with its holding company, Happiest Minds Technologies, a listed entity whose equity shares are traded on the Bombay Stock Exchange and National Stock Exchange of India.

The Tribunal noted that the entire share capital of Aureustech is held by Happiest Minds and its nominee, and that no shares would be issued pursuant to the scheme. It further observed that the rights of Happiest Minds' creditors would remain unaffected, as there would be no reduction in their claims and the company's net worth would remain positive.

Accordingly, the Tribunal dispensed with the requirement to hold meetings of equity shareholders and creditors of both companies. However, Happiest Minds has been directed to issue individual notices to unsecured loan and trade creditors with outstanding balances of Rs. 1 lakh and above, granting them the liberty to submit representations within 30 days.

While disposing of the application, the Tribunal permitted the companies to move the second motion petition in accordance with law.

For Applicants: Advocate R Inbaraju