Key Details

Regulatory Reference: SEBI LODR Regulations 30 and 51

NCLT Case Numbers: CA-162/2026 in CA.CAA-31/ND/2026

Tribunal Bench: Court-III, New Delhi

Bench Composition: Shri Bachu Venkat Balram Das (Member Judicial) and Shri Ravindra Chaturvedi (Member Technical)

Scheme Background

The disclosure references a proposed scheme of arrangement between Sammaan Capital Limited (Resulting Company) and Sammaan Finserve Limited (Demerged Company) and their respective shareholders and creditors under Sections 230 to 232 read with Sections 52 and 66 of the Companies Act, 2013.

Chronology of Events

  • June 12, 2026: NCLT passed initial order allowing first motion application for the scheme
  • June 13, 2026: Company filed earlier intimation about the order and intention to seek clarifications
  • July 10, 2026: NCLT pronounced clarification order
  • July 13, 2026: Clarification order uploaded on NCLT website and this intimation filed

Specific Modifications to Original Order

The NCLT clarification order modified four paragraphs of the original June 12, 2026 order:

Paragraph 37(a) Modification:

Original: Required meetings for Equity Shareholders of Resulting Company through video conferencing/audio visual means.

Modified: Now explicitly allows "voting shall be allowed on the Scheme through electronic means including remote e-voting."

Paragraph 37(h) Modification:

Original: Addressed quorum requirements and adjournment procedures.

Modified: Enhanced to specify that meetings must be conducted in accordance with Companies Act, 2013, Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and applicable MCA Circulars governing Video Conferencing/Other Audio Visual Means.

Paragraph 37(i) Modification:

Original: Required individual notices sent by email and speed post 30 days prior to meeting.

Modified: Expanded delivery methods to include email (where registered), registered post, speed post, or courier. Added provision for shareholders without registered email/address to access notices from company website (www.sammaancapital.com) and stock exchange websites (www.bseindia.com, www.nseindia.com).

Paragraph 37(j) Modification:

Original: Required both Applicant Companies to publish advertisement in Financial Express (English) and Jansatta (Hindi).

Modified: Specifically assigns advertisement publication responsibility to the Resulting Company (Sammaan Capital Limited) only.

Current Status

  • Clarification order forms part of the original June 12, 2026 order
  • Certified copy of the clarification order is awaited
  • The application CA-162/2026 has been disposed of by NCLT
  • Copy of order to be sent to Chairperson, Vice Chairperson, and Scrutinizer appointed vide June 12, 2026 order

Parties Involved

Applicant Companies: Sammaan Finserve Limited (Demerged Company) and Sammaan Capital Limited (Resulting Company)

Legal Representation: Mr. Sudhir Makkar (Senior Counsel), Ms. Shikha Tandon, Mr. Shubham Mittal, Ms. Sejal Sethi (Advocates)

Authorized Representatives: Mr. Ajit Kumar Singh (for SFL), Mr. Amit Kumar Jain (for SCL)

Financial Impact

Financial impact not quantified in the disclosure. The disclosure pertains to procedural aspects of scheme implementation rather than financial terms.

Additional Information

The complete clarification order is available on the company website at https://www.sammaancapital.com/scheme-of-arrangement