NCLT Issues Clarification Order for Scheme of Arrangement involving Sammaan Capital and Sammaan Finserve
The National Company Law Tribunal (NCLT) has issued a clarification order regarding the proposed Scheme of Arrangement between Sammaan Capital Limited and Sammaan Finserve Limited. The order, pronounced on July 10, 2026, modifies previous directives concerning the meetings and notice requirements related to the ongoing scheme.The decision pertains to the joint application filed by Sammaan Finserve Limited (Demerged Company) and Sammaan Capital Limited (Resulting Company), seeking rectification or clarification of certain aspects of an earlier order dated June 12, 2026, passed in relation to the Scheme of Arrangement.
Key Modifications to Meeting Procedures
The NCLT modified several paragraphs of the previous order to provide clarity on conducting shareholder and creditor meetings.Regarding equity shareholders of the Resulting Company (Sammaan Capital Limited), Paragraph 37(a) was updated to state that while meetings may be conducted through video conferencing or other audio visual means, voting on the Scheme will also be allowed through electronic means, including remote e-voting.
The Tribunal also clarified procedures for quorum failure under Paragraph 37(h). It was stipulated that if the prescribed quorum is not present at the meeting of the Applicant Companies, the meeting shall stand adjourned by half an hour. Thereafter, the members present and voting shall be deemed to constitute the quorum. The order emphasized that all meetings must comply with the applicable provisions of the Companies Act, 2013, and related rules governing audio visual means.
Updated Notice and Advertisement Requirements
Paragraph 37(i) now specifies detailed requirements for sending individual notices of the aforesaid meetings. These notices must be sent by the Applicant Companies through email (where the address is registered), or via registered post, speed post, or courier. The notice must be issued at least 30 days prior to the scheduled meeting and include a copy of the Scheme of Arrangement and the explanatory statement required under the Companies Act, 2013.Furthermore, Paragraph 37(j) mandates specific requirements for the public advertisement. It states that the Resulting Company must publish an advertisement at least 30 clear days prior to the meeting. This advertisement must be published in 'Financial Express' (English Edition, Delhi) and 'Jansatta' (Hindi Edition, Delhi). The notice must also state that copies of the Scheme of Arrangement and the explanatory statement shall be available free of charge at the registered office of the Applicant Companies.
SAMMAANCAP Stock Price Movement
Shares of Sammaan Capital Limited slipped by 0.87% to settle at ₹164.91 after trading today. The equity saw active movement, with a total volume recorded around 4.88 million shares during the session.Disclaimer: Due care and diligence have been taken in compiling and presenting news and market-related content. However, errors or omissions may arise despite such efforts.
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