Authority: National Company Law Tribunal, Division Bench, Court-1, Ahmedabad

Order Date: 12 October 2026

Case Overview

This Company Application was filed jointly by Silverleaf Capital Services Private Limited (Transferor Company) and Share India Securities Limited (Transferee Company) under Rules 11 and 154 of the National Company Law Tribunal Rules, 2016, read with Section 420(2) of the Companies Act, 2013. The application sought rectification of the Tribunal's order dated 20.08.2026 passed in CP(CAA)/17(AHM)/2026 in CA(CAA)/53(AHM)/2025 regarding the Scheme of Amalgamation between the two companies.

The principal issue was the correction of the Appointed Date specified in the sanctioned scheme. The original order had sanctioned the scheme with an Appointed Date of 01.10.2023. However, the Regional Director, Ministry of Corporate Affairs, Ahmedabad, in its report/affidavit dated 19.06.2026, had raised an objection to this Appointed Date and called for justification or revision. A similar query was raised by the Official Liquidator.

In response to these objections, the respective Boards of Directors of both companies passed resolutions on 24.06.2026 approving the change in Appointed Date from 01.10.2023 to 01.04.2026. The revised scheme was subsequently placed on record along with a reply affidavit dated 20.07.2026. The applicants contended that this change would not adversely affect the rights of shareholders, creditors, or other stakeholders and undertook to comply with all statutory requirements arising from the revised date.

The Tribunal noted that the application did not seek a review of the sanctioned scheme but rather rectification to reflect the revised scheme and Appointed Date that had been approved by the companies' boards before the original order was passed. The Regional Director, in its reply filed on 07.10.2026 (inward No. R647), specifically stated at paragraph 10 that it had no objection to the application being allowed, acknowledging that the relief sought falls within the Tribunal's inherent powers.

Final Outcome

The Tribunal allowed the application and directed that:

  • The Appointed Date under the Scheme shall be 01.04.2026 instead of 01.10.2023
  • Paragraph 34(ii) of the order dated 20.08.2026 shall be read as "The Appointed Date for the Scheme shall be 01.04.2026"
  • Any reference to the appointed date elsewhere in the order shall be read as 01.04.2026
  • The revised scheme annexed as Annexure-2 to the application shall stand modified accordingly

The Registry was directed to send a copy of this order to the Regional Director, Registrar of Companies, BSE, and NSE within seven days through email.

Topics: Corporate Amalgamation, Regulatory Compliance, NCLT Proceedings