Key Developments

  • The NCLT, New Delhi Bench passed its order on June 12, 2026 (uploaded same day), allowing the first motion application filed in relation to the Scheme.
  • This follows previous intimations dated December 31, 2025, April 22, 2026, and May 7, 2026 regarding the proposed Scheme.

NCLT Order Specifics

The Tribunal ordered:

  • Dispensation of meeting of equity shareholders of Demerged Company (SFL) - granted based on consent affidavits from 8 out of 8 equity shareholders constituting 100% of equity shareholding value
  • Dispensation of meeting of secured creditors of both Resulting Company (SCL) and Demerged Company (SFL) - 383 secured creditors of SCL and 52 secured creditors of SFL
  • Dispensation of meeting of unsecured creditors of both companies - 31 unsecured creditors of SCL and 11 unsecured creditors of SFL
  • Convening of meeting of equity shareholders of Resulting Company (SCL) through video conferencing/audio-visual means

Meeting Arrangements for SCL Shareholders

  • Adv. Manisha Chava appointed as Chairperson (fee: ₹2,00,000 + expenses)
  • Adv. Sunil Sharma appointed as Alternate Chairperson (fee: ₹1,50,000 + expenses)
  • Adv. Ansh Kakar appointed as Scrutinizer (fee: ₹1,00,000 + expenses)
  • Quorum requirement: Not less than 75% in value as per Section 230(6) of Companies Act, 2013
  • Meeting notices to be sent 30 days prior via email and speed post
  • Advertisement to be published in Financial Express (English) and Jansatta (Hindi) Delhi editions

Regulatory Compliance Requirements

  • The Company must send intimations in Form CAA-3 to:
  • Regional Director (Northern Region)
  • Registrar of Companies, NCT of Delhi & Haryana
  • Official Liquidator, High Court of Delhi
  • Jurisdictional Income Tax Department, New Delhi
  • Reserve Bank of India
  • National Stock Exchange
  • Bombay Stock Exchange
  • Securities and Exchange Board of India
  • Other sectoral regulators if applicable

Company Background

Sammaan Finserve Limited (Demerged Company):

  • Incorporated: July 7, 2006 (CIN: U65923DL2006PLC150632)
  • NBFC-ICC (middle layer) registered with RBI (Registration No. N-14.03136 dated October 4, 2024)
  • Wholly owned subsidiary of SCL
  • Business: Retail mortgage loans to self-employed individuals, small businesses, corporates
  • Share Capital: Authorized ₹397.50 crore, Issued ₹247.79 crore (123,89,96,620 equity shares of ₹2 each)
  • Equity shares not listed; NCDs listed on NSE and BSE

Sammaan Capital Limited (Resulting Company):

  • Incorporated: May 10, 2005 (CIN: L65922DL2005PLC136029)
  • NBFC-ICC (upper layer) registered with RBI
  • Business: Diverse array of retail and wholesale lending products
  • Equity shares and NCDs listed on NSE and BSE
  • 4,29,786 equity shareholders as of May 22, 2026

Scheme Rationale and Benefits

  • Consolidation of NBFC business activities under single entity
  • Compliance with RBI directive requiring no other entity in group to hold NBFC-ICC/HFC CoR
  • Expected benefits include: efficient business management, operational synergies, diversified product offerings, enhanced scalability, improved risk management, and rationalization of costs
  • SFL plans to enter insurance broking and insurtech business as a distinct strategic focus

Additional Documentation

  • RBI granted no-objection/prior approval for the Scheme vide letter dated May 7, 2026
  • Valuation Report dated December 31, 2025 by Transaction Square Advisory (IBBI/RV-E/06/2023/194)
  • Fairness Opinion dated December 31, 2025 by Inga Ventures Private Limited (SEBI INM000012698)
  • Statutory Auditors' certificate confirming payment capability and accounting treatment compliance

Next Steps

  • Company will file application with NCLT seeking certain clarifications/modifications to the Order
  • Certified copy of the Order is awaited
  • Compliance with all NCLT directions and timeline under Rule 15 of Companies (Compromise, Arrangements and Amalgamations) Rules 2016 required

Financial Impact

No specific financial impact quantified in the disclosure. The Scheme involves transfer of Demerged Undertaking from SFL to SCL without share allotment as consideration.