Key Event and Dates

The Hon'ble National Company Law Tribunal (NCLT), Bengaluru Bench, vide its order dated August 10, 2026, has approved the Scheme of Amalgamation of Aureustech Systems Private Limited (Transferor Company and a Wholly Owned Subsidiary) with Happiest Minds Technologies Limited (Transferee Company and Holding Company). The Certified True Copy of the order was received by the Company on August 18, 2026. The Appointed Date for the amalgamation is fixed as April 1, 2026.

Regulatory Background and Process

The petition (C.P. (CAA) No.11/BB/2026) was filed on March 4, 2026, under Sections 230 to 232 of the Companies Act, 2013. In a first motion order dated February 13, 2026, the Tribunal had dispensed with the meetings of Equity Shareholders of the Transferor Company and Secured Creditors of the Transferee Company, and also of Equity Shareholders, Unsecured Loan Creditors, and Unsecured Trade Creditors of the Transferee Company, subject to issuance of individual notices to unsecured creditors with balances of ₹1,00,000 and above. Notices were issued to statutory authorities including the Regional Director (RD), Registrar of Companies (ROC), Official Liquidator (OL), Income Tax Department, SEBI, RBI, and stock exchanges (NSE, BSE). Notices were also published in 'The Financial Express' (English) and 'Vishwavani' (Kannada).

Reports from Statutory Authorities and Company Undertakings

1. Regional Director (RD) & ROC Report (Dated May 14, 2026): The report contained 17 observations, to which the petitioner companies filed a reply-affidavit on May 21, 2026, providing clarifications and undertakings:

  • Shareholding & Consideration: Confirmed that Aureustech became a wholly-owned subsidiary on June 29, 2025, after a share purchase. No new shares will be issued; shares held by Happiest Minds in Aureustech will be cancelled.
  • Appointed Date: Defended the future Appointed Date of April 1, 2026, citing business convenience and MCA General Circular No.09/2019.
  • SEBI/Stock Exchange NOC: Stated that prior NOC is not required for a merger of a wholly-owned subsidiary with its listed holding company. Intimation was sent to exchanges on July 29, 2025.
  • Capital Structure Discrepancy: Attributed the discrepancy to two previous merger schemes involving wholly-owned subsidiaries, for which Form INC-28 was filed.
  • Statutory Dues: Undertook to pay requisite statutory fees on authorized capital post-amalgamation as per Section 232(3)(i).
  • Disputed Dues: Undertook to settle disputed Professional Tax and GST dues (₹14,568 and ₹785 lakhs respectively) upon crystallization of liability.
  • Undisputed Dues: Undertook to settle outstanding undisputed statutory dues (₹6 lakhs for Transferor, ₹2,218 lakhs for Transferee).
  • MSME Dues: Undertook to settle MSME dues (₹3 lakhs for Transferor, ₹184 lakhs for Transferee) as per the MSMED Act, 2006.
  • FEMA Compliance: Undertook to comply with all FEMA/RBI regulations.
  • ESOP/ESPS: Confirmed that rights of existing ESOP/ESPS holders will not be adversely affected.
  • Object Clause: Undertook to alter the Object Clause of the Transferee Company if required.
  • Accounting Treatment: Undertook to ensure accounting treatment complies with applicable Accounting Standards.
  • Book Preservation: Undertook to comply with Section 239 of the Companies Act, 2013 for preserving books and papers.
  • Officer Liability: Acknowledged that liability of officers for pre-merger offences continues under Section 240.
  • Income Tax Dues: Undertook that the Transferee Company will pay any Income Tax demands against the Transferor Company.
  • OL Observations: Undertook to comply with observations from the Official Liquidator's report.

2. Official Liquidator (OL) Report (Dated May 8, 2026): The OL noted the Transferor Company was a going concern with revenues of ₹45.53 crore (FY24) and ₹43.54 crore (FY25). Key observations and company replies (filed May 14, 2026) included:

  • The OL recommended an undertaking to pay stamp duty within six months, which the company provided.
  • The company reiterated its undertaking to settle MSME dues.
  • The company confirmed the safeguard for employees as per the Scheme (continuity of service, terms not less favourable).
  • The company confirmed the increase in the Authorised Share Capital of the Transferee Company as per the Scheme.

3. Income Tax Department Reports:

  • For Transferor Company (Report dated July 28, 2026): Noted an assessment proceeding for A.Y. 2023-24 was pending with a tax demand under appeal before DRP. The department had no objection to the scheme, stating the Transferee Company would be responsible for all past and future liabilities. The company replied on July 30, 2026, acknowledging the pending DRP proceedings and undertaking that the Transferee Company would discharge any resultant liability.
  • For Transferee Company (Report dated May 4, 2026): Noted pending assessment for A.Y. 2024-25 and pending tax demands for recovery for A.Y. 2021-22 and 2023-24. The department had no objection. The company replied on May 14, 2026, providing details of submissions and appeals, and undertaking to discharge any liabilities.

4. Reserve Bank of India (RBI): The RBI, vide letter dated April 16, 2026, recorded its no objection subject to compliance with FEMA rules and regulations. The company filed an undertaking affirming compliance.

Tribunal's Final Order

The Tribunal, after hearing the parties and perusing the reports and undertakings, found no impediment to approving the Scheme. The Scheme is approved with the Appointed Date of April 1, 2026, and is binding on all directors, shareholders, and creditors.

Additional Directives from NCLT

  • A certified copy of the order must be delivered to the ROC, Karnataka, for registration within 30 days of its receipt.
  • The companies must comply with Section 314 of the Income-Tax Act, 2025 (Section 170A of the Income Tax Act, 1961).
  • Books and records must be preserved as per Section 239 of the Companies Act, 2013 and the furnished undertakings.
  • The GSTIN and PAN of the Transferor Company must be surrendered within one month.
  • The companies are bound by all undertakings provided during the process.
  • The approval does not grant exemption from payment of stamp duty, taxes, or any other charges.
  • Formal orders in Form No. CAA-7 will be issued upon filing a schedule of properties (freehold and leasehold) of the Transferor Company.

Financial Impact

No immediate quantifiable financial impact is disclosed in the filing. The financial impact of the amalgamation will be reflected in the post-amalgamation financial statements of Happiest Minds Technologies Limited. The undertakings relate to contingent and future liabilities.