Detailed Summary

Key Dates

  • Appointed Date: April 1, 2024 (as defined in Clause 1.2 of the Scheme)
  • NCLT Order Date: November 3, 2026
  • Receipt of Order by Jana SFB: November 11, 2026
  • Filing Date: November 12, 2026
  • First Motion Application Order: October 10, 2025
  • Second Motion Directions: January 7, 2026
  • Paper Publication Date: January 19, 2026

Scheme Details

The Scheme provides for amalgamation of Jana Holdings Limited (CIN: U74900TZ2016PLC033423) with Jana Capital Limited (CIN: U67100TZ2015PLC033424), both having registered office at 3rd Floor, Sri Krishna Towers, Sy. No./25B1, Krishnagiri Bye-pass Road, Hosur East, Hosur, Krishnagiri — 635 109, Tamil Nadu.

Rationale and Objectives

General Objectives:

  • Efficient utilization of management expertise and unification of control
  • Reduction in overheads, administrative, managerial and other expenditure
  • Elimination of duplication of administrative functions and multiple records
  • Significant reduction in multiplicity of legal and regulatory compliances
  • Combination of manpower and single management structure
  • Enhanced shareholders' value through better cash flows and resource mobilization

Specific Objectives for Transferor:

  • Jana Holdings was created as NOFHC in January 2017 for Universal Bank License intent
  • NOFHC no longer required as no other financial services businesses planned
  • Elimination of three-tier structure
  • No change in percentage of promoter holding in Jana Small Finance Bank post-amalgamation

Regulatory Authorities and Their Observations

Regional Director (Southern Region):

  • Filed report on February 16, 2025 (likely typo, should be 2026)
  • Observations on ante-dated Appointed Date (April 1, 2024) beyond one year from filing date (July 2025), contravening MCA Circular No.09/2019
  • Concern about automatic enhancement of authorized capital without payment of stamp duty
  • Noted negative net worth of ₹1,395.74 crores and Adjusted Net Worth of -311.67% of risk weighted assets (violating RBI's 30% minimum)
  • Deficit in Net Owned Funds of ₹485.94 crores below RBI Act Section 45-IA requirements
  • CARO 2020 adverse remarks including loan waiver between group entities, refinancing despite sub-par ratings, delay in TDS payment
  • Recommended directions for Section 240 and 232(3)(i) compliance and filing amended MOA

Income Tax Department:

  • Filed report on May 4, 2026
  • Scrutiny assessment proceedings u/s 143(3) pending for both companies for AY 2024-25
  • No outstanding tax demands for either company
  • No investigation/inquiry proceedings pending
  • Latest ITR filed for AY 2025-26
  • Reserved right to determine tax implications under IT Act 1961 and new Income Tax Act 2025
  • No objection to the scheme

Official Liquidator:

  • Filed report on April 14, 2026
  • Multiple concerns requiring clarification:
  • Employee protection undertaking required
  • Justification needed for ante-dated Appointed Date beyond one year
  • Mandatory Pooling of Interest Method under Appendix C of Ind AS 103 not specified
  • Non-incorporation of SEBI observations in petition despite direction
  • Proof of notice to Stock Exchange and RBI required
  • Negative NOF of ₹67,778.75 lakhs (below regulatory minimum of ₹200 lakhs) for multiple years
  • Leverage ratio of 2.82 times above regulatory threshold of 1.25
  • Reassessment proceedings u/s 147 for verification of ₹705.74 Cr investments source
  • Scrutiny assessment u/s 143(3) for FY 2023-24 ongoing
  • IPO timing discrepancy (executed in 2024 before merger completion)
  • legality of ₹705.74 Cr funding through NCDs and promoter structure compliance
  • Lock-in period violation concerns
  • High borrowing costs and impairment loss of ₹1,458.45 Cr
  • CCI approval requirements

Financial Implications

  • Negative Net Worth: ₹1,395.74 crores as admitted by company
  • Adjusted Net Worth Ratio: -311.67% of risk weighted assets
  • NOF Deficit: ₹485.94 crores below statutory minimum
  • Impairment Loss: ₹1,458.45 crores on investments as at March 31, 2025
  • Cash Losses: ₹252.27 crores in 2024-25 and ₹460.22 crores in 2023-24
  • NCD Outstanding: ₹705.74 crores (including ₹690.74 crores from foreign entities)
  • Authorized Capital Post-Merger: ₹53 crores divided into 3.8 crore equity shares of ₹10 each and 1.5 crore preference shares of ₹10 each

Accounting Treatment

  • To be accounted using Pooling of Interest Method as per Appendix C of Ind AS 103
  • Assets, liabilities and reserves to be recorded at existing carrying values without revaluation
  • Only harmonization of accounting policies permitted

NCLT Final Order and Conditions

  • Scheme sanctioned vide order dated November 3, 2026
  • All properties, rights and interests of Jana Holdings to transfer to Jana Capital
  • All liabilities, powers, obligations and duties to transfer to Jana Capital
  • Appointed Date fixed as April 1, 2024
  • All pending proceedings to continue against Jana Capital
  • All employees to transfer without break in service
  • Jana Capital to file revised MOA with ROC and pay differential fees for enhanced capital
  • Certified copy of order to be delivered to ROC within 30 days
  • Liquidator's expenses to be paid by petitioner companies

Undertakings and Commitments

  • No retrenchment of employees as on Appointed Date except voluntary resignation
  • Compliance with Pooling of Interest accounting method
  • Filing amended MOA with enhanced capital clause
  • Compliance with Sections 240 and 232(3)(i) of Companies Act
  • Assumption of all tax and other liabilities by Transferee Company

Regulatory Compliance Status

  • RBI in-principle approval obtained on July 29, 2024 from Bengaluru office
  • Notices served to all statutory authorities: Regional Director, ROC, Income Tax, Official Liquidator, SEBI, BSE, RBI, CCI
  • Paper publications in Indian Express (English) and Dinamani (Tamil) on January 19, 2026
  • Shareholder and creditor meetings dispensed with by NCLT order dated October 10, 2025