NCLT Allahabad Clears First Motion in Hill View–Salasar Amalgamation, Orders Stakeholder Meetings for Transferee Company

April 6, 2026 : The Allahabad Bench of the National Company Law Tribunal (NCLT) has allowed the first motion application in the proposed amalgamation of Hill View Infrabuild Limited with Salasar Techno Engineering Limited, paving the way for the next stage of the merger process while issuing detailed procedural directions.

The order, pronounced on April 6, 2026, by a Bench comprising Judicial Member Praveen Gupta and Technical Member Ashish Verma, permits the scheme to proceed under Sections 230 to 232 of the Companies Act, 2013.

Scheme and Companies Involved

The joint application sought approval of a scheme of amalgamation between Hill View Infrabuild Limited, a closely held unlisted public company engaged in infrastructure development and project incubation, and Salasar Techno Engineering Limited, a listed entity involved in manufacturing telecom and transmission structures and executing infrastructure projects.

The Tribunal noted that Hill View has been functioning as an incubator for projects undertaken by Salasar through special purpose vehicles by extending financial support.

Salasar, whose shares are listed on BSE and NSE, has diversified beyond tower manufacturing into areas such as steel bridges and railway electrification.

Rationale and Approvals

The Boards of both companies approved the scheme on December 30, 2024, with an appointed date of April 1, 2025.

The scheme aims to consolidate group entities, streamline shareholding, reduce compliance burdens, and enable more efficient utilisation of financial and operational resources. The Tribunal also recorded that the scheme would eliminate duplication, reduce overheads, and strengthen the combined entity’s capital base.

Further, the Tribunal noted:

• The scheme complies with accounting standards under Section 133 of the Act, as certified by statutory auditors
• BSE and NSE issued no-objection letters on February 4, 2026
• The transaction does not attract the provisions of the Competition Act, 2002

Share Exchange Ratio

Based on a valuation report by a registered valuer, the scheme provides that Salasar will issue:

• 2,87,430 equity shares of ₹1 each, and
• 8,358 non-cumulative compulsorily redeemable preference shares of ₹10 each

for every 100 equity shares of ₹10 each held in Hill View.

Dispensation and Directions on Meetings

A key aspect of the order relates to stakeholder meetings:

• Transferor Company (Hill View):
  The Tribunal dispensed with meetings of equity shareholders and unsecured creditors after noting that 100% consent affidavits had been obtained and that there are no secured creditors.
• Transferee Company (Salasar):
  The Tribunal directed convening of meetings through video conferencing with remote e-voting on June 5, 2026:
  • Equity shareholders at 12:00 PM
  • Secured creditors at 3:00 PM
  • Unsecured creditors at 4:00 PM

Appointment of Officials and Procedural Compliance

To supervise the process, the Tribunal appointed:

• Udai Chandani as Chairperson
• Babita Jain as Alternate Chairperson
• Sumit Agrawal as Scrutinizer

It further directed issuance of notices to statutory authorities including the Regional Director, Registrar of Companies, Official Liquidator, BSE, and the Income Tax Department, with a 30-day window for representations.

The Bench clarified that notices to SEBI and NSE are not required at the first motion stage since observations had already been received, but would be necessary at the second motion stage.

Next Steps

The Chairperson has been directed to submit a report on the outcome of the meetings within the prescribed timeline. The applicant companies must then file the second motion petition within seven days of submission of the report.

With these directions, the Tribunal formally allowed the first motion application and set the procedural framework for advancing the amalgamation.

Case Title: In the matter of Scheme of Amalgamation of Hill View Infrabuild Limited with Salasar Techno Engineering Limited
Case No.: CA (CAA) No. 6/ALD/2026
Coram: Praveen Gupta (Judicial Member), Ashish Verma (Technical Member)