NCLT Allows Scheme of Arrangement, Dispensing Meetings for SFL and Directing Shareholder Vote for Sammaan Capital Limited

NCLT Allows Scheme of Arrangement, Dispensing Meetings for SFL and Directing Shareholder Vote for Sammaan Capital Limited​

The National Company Law Tribunal (NCLT) has passed an order allowing a first motion application concerning the proposed Scheme of Arrangement between Sammaan Capital Limited (SCL) and Sammaan Finserve Limited (SFL). The scheme involves the demerger of SFL’s NBFC business into SCL, which is intended to consolidate the companies' financial operations.

The NCLT Order, dated June 12, 2026, outlined several key decisions regarding the operational aspects of the Scheme. Crucially, the Tribunal dispensed with the necessary meetings for both the equity shareholders and the secured and unsecured creditors of SFL.

In contrast, the order directed the convening of a meeting for the equity shareholders of SCL (the Resulting Company), which must be held through video conferencing or another audio-visual means that can be recorded.

Key Decisions and Operational Status​

The dispensation of meetings for SFL’s stakeholders was granted based on several findings:

• SFL Shareholders and Creditors: The Tribunal dispensed with the meeting of equity shareholders, secured creditors, and unsecured creditors of SFL (the Demerged Company). This decision followed the receipt of consent affidavits from all 8 equity shareholders of SFL and was supported by evidence that neither the Scheme nor the transfer of liabilities would negatively affect their rights or interests.
• SCL Shareholders and Creditors: The NCLT also dispensed with the meetings for both secured and unsecured creditors of SCL (the Resulting Company), as the Scheme does not stipulate any compromise regarding these groups, and the liabilities pertaining to the Demerged Undertaking will be transferred to the Resulting Company, which is expected to have a positive net worth post-implementation.

The order also directed the appointment of a Chairperson, an Alternate Chairperson, and a Scrutinizer for the mandated meeting of SCL's equity shareholders.

Rationale: Consolidation and Synergy​

The primary purpose of the Scheme is the consolidation of the NBFC business activities of both companies into a single entity. The companies stated that this restructuring aims to create a stronger, unified platform with greater capital and asset strength for more efficient operations.

The rationale supporting the demerger includes:

• Achieving full consolidation of the entire NBFC business by both SCL and SFL under one umbrella.
• Pooling resources, expertise, and client relationships from both companies to streamline business processes.
• Strengthening SCL’s NBFC platform by integrating all lending assets, liabilities, infrastructure, and processes related to the business into a single entity.
• Allowing SFL to focus on its intended growth area in insurance broking and insurtech, while SCL optimizes capital allocation towards lending and regulatory buffers.

Capital Structure Overview​

The Scheme involves both companies being regulated by the Reserve Bank of India (RBI) as Non-Banking Financial Companies (NBFC).

Sammaan Finserve Limited (Demerged Company)

Sammaan Capital Limited (Resulting Company)

The companies confirmed that the valuation conducted by Transaction Square Advisory and a fairness opinion issued by Inga Ventures Private Limited certified the fair entitlement ratio for non-convertible debenture holders of SFL.

Following the NCLT order, the Applicant Companies stated they would proceed with necessary follow-up actions to implement the directions given by the Tribunal.

SAMMAANCAP Stock Price Movement​

On Friday, Sammaan Capital Limited shares surged, concluding the session at ₹174.42 after gaining 4.01%. The equity traded strongly on the day, underpinned by a volume of 13.05 million shares.