Authority: National Company Law Tribunal Court - III, New Delhi

Order Date: 10.07.2026

Case Overview

This application was filed by Sammaan Finserve Limited (Demerged Company) and Sammaan Capital Limited (Resulting Company) under Section 420(2) of the Companies Act, 2013, read with Rule 154 and Rule 11 of the National Company Law Tribunal Rules, 2016. The companies sought rectification/clarification of the Tribunal's order dated 12.06.2026 passed in CA.CAA-31/ND/2026, which concerned directions for meetings of shareholders and creditors regarding a Scheme of Arrangement between the two companies.

The applicants specifically requested modifications to Paragraphs 37(a), 37(h), 37(i), and 37(j) of the 12.06.2026 order. After hearing submissions from Senior Counsel Mr. Sudhir Makkar representing the applicants, the Tribunal found sufficient grounds for the requested clarifications and approved the modifications.

Final Outcome

The Tribunal modified the specified paragraphs as follows:

  • Paragraph 37(a): Now explicitly states that "Voting shall be allowed on the Scheme through electronic means including remote e-voting" in addition to the original provision for meetings via video conferencing.
  • Paragraph 37(h): Enhanced to specify that adjourned meetings must be conducted in accordance with the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and applicable MCA Circulars governing virtual meetings.
  • Paragraph 37(i): Expanded the methods for sending meeting notices to include email (where registered), registered post, speed post, or courier. Added provision for shareholders without registered contact details to access notices from the Resulting Company's website (www.sammaancapital.com) and stock exchange websites (BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com).
  • Paragraph 37(j): Clarified that only the Resulting Company (not both Applicant Companies) is required to publish the advertisement in 'Financial Express' (English Edition, Delhi) and 'Jansatta' (Hindi Edition, Delhi), and removed reference to the "prescribed form of proxy" being made available.

The application CA-162/2026 was disposed of, and this order forms part of the original order dated 12.06.2026. Copies were directed to be sent to the Chairperson, Vice Chairperson, and Scrutinizer appointed vide the 12.06.2026 order.

Topics: Corporate Restructuring, Shareholder Meetings, Legal Compliance