MCA Clears First Motion for HSCC-NBCC Merger

NBCC (India) Limited has informed the stock exchanges that the Ministry of Corporate Affairs (MCA) has issued an order on the First Motion application in the matter of the Scheme of Arrangement for Merger of HSCC (India) Limited with NBCC (India) Limited.

The order was issued on 9 October 2026.

Key Directions from MCA

The MCA has dispensed with the following meetings:

• Meeting of equity shareholders of HSCC (Transferor Company) – as consent affidavits from all shareholders were furnished

• Meeting of equity shareholders of NBCC (Transferee Company) – since HSCC is a wholly owned subsidiary and no shares are to be issued as consideration

• Meetings of secured creditors of both companies – as there are no secured creditors

• Meetings of unsecured creditors of both companies

However, individual notices along with the Scheme and relevant documents must be sent to unsecured creditors having outstanding amounts above ₹1 crore in each company, inviting objections, if any.

 

Notices to Authorities

The companies have been directed to issue notices under Section 230(5) of the Companies Act, 2013 to various authorities, including:

• Regional Director (Northern Region)

• Registrar of Companies, NCT of Delhi

• Official Liquidator, Delhi

• Jurisdictional Income Tax Authorities

• Ministry of Housing and Urban Affairs

• SEBI, NSE and BSE

• Relevant State RERA authorities (Uttar Pradesh, Bihar, West Bengal, Rajasthan, Kerala)

• Other statutory authorities as applicable

Next Step

After complying with the directions in the order, the Transferor and Transferee Companies shall file a Confirmation Petition with the MCA.

The Scheme of Amalgamation was earlier approved by the Boards of HSCC and NBCC. HSCC is a wholly owned subsidiary of NBCC.