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NCLT Sanctions Aureustech Systems Merger With Happiest Minds Technologies

Case Law Details

TaxGuru Citation
2026 taxguru.in 11697
Case Name
In re Aureustech Systems Pvt. Ltd. (NCLT Bengaluru)
Date of Judgement/Order
Only available for paid members
Courts
NCLT
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In re Aureustech Systems Pvt. Ltd. (NCLT Bengaluru)

Summary: The National Company Law Tribunal, Bengaluru Bench, considered the second motion petition filed on 04.03.2026 under Sections 230 to 232 of the Companies Act, 2013 for sanction of the Scheme of Amalgamation of the Petitioner Companies and their respective shareholders and creditors, with the Transferor Company proposed to be dissolved without winding up. In the first motion proceedings in C.A. (CAA) No.41/BB/2025, the Tribunal had, by order dated 13.02.2026, dispensed with various meetings of shareholders and creditors, subject in the case of certain unsecured creditors to individual notices where the outstanding balance was Rs.1,00,000/- and above.

The Tribunal thereafter directed notices under Section 230(5) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 to the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Authority, NSE, RBI, SEBI, BSE and applicable statutory or sectoral regulators. The Petitioner Companies complied with those directions and placed evidence of service and newspaper publication on record. The Board Resolutions approving the Scheme were dated 28.07.2025 and 29.07.2025. Statutory Auditor certificates also confirmed that the proposed accounting treatment under Clause 12 of the Scheme complied with the applicable Accounting Standards and other generally accepted accounting principles.

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Author Info

CA Sandeep Kanoi
Qualification: CA in Job / Business
Company: Taxguru Consultancy
Location: Mumbai, Maharashtra
Articles Published: 19,653

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