Key Details of the Order

The Hon'ble NCLT, Ahmedabad Bench - I approved the Scheme of Amalgamation of Silverleaf Capital Services Private Limited (Transferor Company) with Share India Securities Limited (Transferee Company) and their respective shareholders and creditors vide order dated August 20, 2026. The order was pronounced in open court and made available on the NCLT website at 4:16 PM on August 20, 2026.

Appointed Date

The appointed date for the amalgamation is October 1, 2023.

Share Exchange Ratio

The Transferee Company will issue 500 equity shares of ₹2 each (fully paid) for every 1 equity share of ₹10 each held in the Transferor Company.

Regulatory Observations and Company Responses

Regional Director Observations:

1. Justification needed for appointed date being more than two years old (filed September 2025 vs October 2023 appointed date) - Company responded that board approved scheme in March 2024

2. Disclosure of all assets/liabilities not recorded in books and fair values - Company stated this is standard clause for protection

3. Payment of differential fees on enhanced authorized capital - Company undertakes to comply with Section 232(3)(i)

4. Compliance with SEBI circulars and stock exchange observations - Company undertakes to comply

5. GIFT City regulatory compliance - Company affirms compliance with all IFSCA regulations

6. Scheme consistency confirmation - Company confirms no discrepancies

7. No CIRP/winding up proceedings - Company confirms no proceedings

Official Liquidator Observations:

1. Transferor Company dissolution without winding up - Approved

2. Stamp duty adjudication - Company undertakes to lodge order with Superintendent of Stamps

3. Filing with ROC within 30 days - Company undertakes to comply with Section 232(5)

Income Tax Department:

Reports from Mumbai and Delhi jurisdictions confirmed no outstanding demands against Transferor Company. Company undertakes that tax liabilities will vest with Transferee Company and all statutory rights preserved.

Legal Proceedings Disclosure

The document discloses several ongoing legal proceedings:

1. SAT Appeal against NSE penalty order (Appeal No. 248/2024)

2. SEBI adjudication proceedings regarding NSE colocation facility (Appeal No. 117/2025)

3. MCX penalty proceedings for breach of open position limits (Appeal No. 109/2025)

4. SEBI show cause notice regarding algo-trading platform Tradetron (settlement application filed)

5. Income Tax appeal (already allowed by CIT(A))

Implementation Requirements

  • Copy of order to be filed with Registrar of Companies within stipulated timeframe
  • Silverleaf Capital Services to stand amalgamated after ROC filing
  • Certified copy of order awaited
  • Legal fees: ₹75,000 to Regional Director and ₹25,000 to Official Liquidator, payable by Transferee Company
  • Stamp duty to be paid as adjudicated within 60 days of adjudication
  • Books and records to be preserved as per Section 239 of Companies Act, 2013

Rationale for Amalgamation

The Scheme aims to achieve business synergy, consolidation of resources, combined financial and physical resources, stronger technology backbone, improved operating efficiency, better profit margins, and enhanced shareholder value.