Sammaan Capital Limited has received approval from the National Company Law Tribunal (NCLT) for its first motion application regarding a proposed scheme of arrangement. The order dated June 12, 2026, allows for dispensing with certain shareholder and creditor meetings while directing the convening of a meeting for the Resulting Company’s equity shareholders via video conferencing. This marks a significant step forward in the proposed arrangement with Sammaan Finserve Limited.
NCLT Greenlights Scheme of Arrangement
Sammaan Capital Limited (SCL), formerly known as Indiabulls Housing Finance Limited, announced on June 13, 2026, that the National Company Law Tribunal (NCLT), New Delhi Bench, has passed an order approving the first motion application for a proposed scheme of arrangement. This scheme involves SCL and Sammaan Finserve Limited (SFL).
Key Directives from NCLT Order
The NCLT’s order, dated June 12, 2026, includes several key directives concerning the scheme:
- Dispensed Meetings: The NCLT has dispensed with the requirement for meetings of the equity shareholders of the Demerged Company (SFL) and the secured and unsecured creditors of both the Resulting Company (SCL) and the Demerged Company (SFL).
- Convened Meeting: A meeting of the equity shareholders of the Resulting Company (SCL) will be convened for the purpose of approving the scheme. This meeting is to be conducted via video conferencing or any other audio-visual means capable of being recorded.
Next Steps and Compliance
The company has indicated that a copy of the NCLT’s order is available on its website. Sammaan Capital is also planning to file an application with the NCLT seeking clarifications or modifications to the order. A certified copy of the order is still awaited. The company is coordinating with stock exchanges, including BSE Limited and the National Stock Exchange of India Limited, regarding this development.
Details of the Scheme
The proposed scheme aims to consolidate the NBFC Business activities of Sammaan Capital Limited and Sammaan Finserve Limited into a single entity. This restructuring is expected to lead to a stronger capital and asset base, improved operational efficiencies, and enhanced scalability. The scheme is a demerger of the Demerged Undertaking from Sammaan Finserve Limited to Sammaan Capital Limited, effective from an Appointed Date to be determined.
Parties Involved
The application was filed jointly by Sammaan Finserve Limited (Applicant Company No. 1/ Demerged Company) and Sammaan Capital Limited (Applicant Company No. 2/ Resulting Company). Both companies are engaged in the NBFC sector, with Sammaan Capital Limited being the holding company and Sammaan Finserve Limited a wholly owned subsidiary.
Valuation and Fairness Opinion
A Valuation Report dated December 31, 2025, was issued by Transaction Square Advisory, and a Fairness Opinion dated December 31, 2025, was provided by Inga Ventures Private Limited, an Independent SEBI registered Category – I Merchant Banker, certifying the fairness of the entitlement ratio.
Creditor and Shareholder Considerations
The scheme does not envisage any compromise with the secured or unsecured creditors of either company. For the Demerged Company, 100% consent was obtained from its 8 equity shareholders. The scheme ensures that the rights and interests of all stakeholders, including NCD holders and employees, are not adversely affected.
NCLT Directives for Meeting
The NCLT has appointed Adv. Manisha Chava as Chairperson, Adv. Sunil Sharma as Alternate Chairperson, and Adv. Ansh Kakar as Scrutinizer for the convening of the equity shareholders meeting of the Resulting Company. Specific fees and quorum requirements have been outlined, including a quorum of not less than 75% in value of the equity shareholders.
Compliance and Next Steps
Applicant Companies are directed to comply with the NCLT’s order and file an affidavit of service. The authorized representative must furnish an affidavit of service for the notice of the meeting and publication of advertisements at least a week before the proposed meeting. Upon completion, the Applicant Companies can move an appropriate application.
Order Status
The present Application, CA.CAA No. 31 of 2026, stands allowed and is disposed of in the aforementioned terms.
Source: BSE
