Authority: National Company Law Tribunal (NCLT), Allahabad Bench, Prayagraj

Order Date: 11th June, 2026

Case Overview

This application (CA No.23/2026) was filed by Salasar Techno Engineering Limited (the Transferee Company) seeking permission to convene a fresh meeting of its equity shareholders to consider and approve a Scheme of Amalgamation for merging Hill View Infrabuild Limited with itself. The application was filed under Sections 230/232 of the Companies Act, 2013. This request was made in the context of the first motion order dated 6th April 2026 (in CA (CAA) No.06/ALD/2026), which had originally directed the holding of various meetings, including one for Salasar's shareholders on 5th June 2026. The applicant company stated that although the initial meetings were held as directed, it was later realized that specific requirements of the SEBI Master Circular dated 20th June 2023, particularly paragraphs 9 and 10 concerning explanatory statements and separate e-voting for public shareholders, had not been complied with for the meeting of the listed transferee company (Salasar). The applicant therefore prayed for the tribunal to allow a fresh meeting to be held in supersession of the one conducted on 5th June 2026, with full adherence to the SEBI regulations.

Final Outcome

The NCLT bench, comprising Shri Praveen Gupta (Member-Judicial) and Shri Ashish Verma (Member-Technical), allowed the application. The tribunal directed that a fresh meeting of the equity shareholders of Salasar Techno Engineering Limited (Transferee Company) be convened and held on 8th August 2026 at 12:30 P.M. through video conferencing with a facility for remote e-voting. The tribunal specified that all other directions from its first motion order dated 6th April 2026 regarding notice publication, service to authorities, and other procedural aspects would remain applicable for this reconvened meeting. The tribunal also made new appointments for overseeing the meeting: Mr. Udai Chandani was appointed as Chairman for a fee of ₹1,00,000; Ms. Babita Jain was appointed as Co-Chairman for a fee of ₹75,000; and Mr. Sumit Agrawal, CA, was appointed as the common Scrutinizer for a fee of ₹50,000. The fees and out-of-pocket expenses for these appointees are to be borne by the Transferee Company. The application (CA No.23/2026) was disposed of accordingly.

Topics: NCLT Order, Corporate Amalgamation, SEBI Compliance