Happiest Minds Technologies Limited announced that the Bengaluru Bench of the National Company Law Tribunal (NCLT) has passed the First Motion Order dated February 13, 2026, concerning the amalgamation of its wholly-owned subsidiary, Aureustech Systems Private Limited. The order dispenses with meetings for the shareholders and most creditor classes of both the Transferor and Transferee companies, streamlining the approval process. The scheme proceeds to the Second Motion stage after this significant procedural approval.
NCLT Approves First Motion for Scheme of Amalgamation
Happiest Minds Technologies Limited (the Transferee Company) has officially received the Certified True Copy of the First Motion Order from the Hon’ble National Company Law Tribunal (NCLT), Bengaluru Bench, dated February 13, 2026. This order pertains to the proposed Scheme of Amalgamation involving Aureustech Systems Private Limited (the Transferor Company, a Wholly Owned Subsidiary).
Key Procedural Dispensation Granted
The NCLT order grants critical relief by approving the dispensation for convening meetings of various stakeholders. Specifically, the Tribunal has dispensed with meetings for:
- Equity Shareholders of the Transferor Company (Aureustech Systems).
- Equity Shareholders, Secured Creditors, Unsecured Trade Creditors, and Unsecured Loan Creditors of the Transferee Company (Happiest Minds).
This dispensation was sought based on several factors, primarily that Aureustech Systems is a wholly owned subsidiary, meaning no new shares will be issued to Transferor Company shareholders. Furthermore, for the Transferee Company’s creditors, it was noted that the scheme involves no compromise or arrangement, and their claims and the company’s net worth remain secure.
Basis for Dispensation and Next Steps
The application cited precedents, including the ruling in Mahaamba Investments Ltd. v. IDI Ltd., to support the request to avoid convening meetings for certain classes of creditors in the Transferee Company. Supporting certificates from Chartered Accountants confirmed that the Transferor Company had two equity shareholders (100% consent provided), no Secured, Unsecured Loan, or Unsecured Trade Creditors as of June 30, 2025.
For the Transferee Company (Happiest Minds), which has 6,96,956 Equity Shareholders and seven Secured Creditors (who provided consent), the meeting dispensation was granted for all classes except where specific conditions remain. Notably, the Transferee Company is directed to serve individual notices to Unsecured Loan Creditors and Unsecured Trade Creditors with an outstanding balance of Rs. 1,00,000/- and above, allowing them 30 days to submit representations.
The Applicant Companies are now required to file the Second Motion Petition as per Section 230(5) of the Companies Act, seeking reports from prescribed statutory authorities and issuing a Public Notice in leading newspapers.
Previous Amalgamation Context
The NCLT order also clarified compliance related to Section 170A of the Income Tax Act concerning prior mergers. Specifically regarding the amalgamation with Sri Mookambika Infosolutions Pvt Ltd (appointed date April 1, 2025), it was confirmed that since the effective date was post-statutory due date for FY 2025-2026, no revised tax return filing is required for prior years. Similar confirmation was given for the merger with Happiest Minds Edutech Pvt. Ltd. (appointed date April 18, 2024).
The final order from the NCLT dated February 13, 2026, allows the process to move forward, confirming that prima-facie all legal parameters for the First Motion have been met.
Source: BSE
