The Ahmedabad bench of the National Company Law Tribunal (NCLT) has sanctioned the merger of Silverleaf Capital Services Pvt. Ltd. with listed Share India Securities Ltd.
The tribunal fixed October 1, 2023, as the appointed date despite flagging that the companies had not explained the delay in obtaining stock exchange observations.
Judicial Member Shammi Khan and Technical Member Sanjeev Sharma observed that the scheme “seems to be fair, reasonable” and appears beneficial to the companies. The tribunal also found that it would not be detrimental to their shareholders and creditors.
Silverleaf, incorporated in September 2011, is a closely held unlisted private company. It is engaged in high-frequency trading, technology and mathematical modelling.
Share India, incorporated in 1994, is a listed public company engaged in securities, equity derivatives, commodity and currency derivatives broking and related activities. Its businesses also include insurance broking and proprietary automated algo-trading solutions. It has two wholly owned subsidiaries in the International Financial Services Centre at GIFT City, Gandhinagar.
The companies said the merger would create business synergy and consolidate their resources. They also cited improved efficiency, elimination of duplication and greater financial and operating strength. The scheme was expected to provide Share India with a stronger technology backbone and enhance shareholder value.
The first-stage application was filed in October 2025, after which the tribunal directed meetings of the shareholders and creditors. The second-stage petition was filed in March 2026, with notices issued to the relevant statutory and regulatory authorities.
The Regional Director flagged the more than two-year gap between the October 1, 2023 appointed date and the September 2025 filing. He also raised concerns about unrecorded assets and liabilities and regulatory compliance.
The companies said their boards approved the scheme in March 2024 and proposed October 1, 2023 as the appointed date.
The tribunal noted that BSE and NSE issued their observations in July 2025 and that the companies had not explained the delay. It nevertheless fixed October 1, 2023 as the appointed date
It directed Share India to comply with the directions and observations of the two stock exchanges.
The tribunal found that no statutory objection remained that warranted refusal of the scheme. It therefore sanctioned the merger.
Silverleaf was ordered to be dissolved without winding up. In other words, it will cease to exist without going through a separate winding-up process.
Its assets, liabilities, and contracts will transfer to Share India. Any pending proceedings by or against Silverleaf will also continue by or against Share India.
Under the scheme, Share India will issue 500 equity shares of ₹2 each for every one equity share of ₹10 held in Silverleaf.
The sanction is subject to statutory and regulatory compliance. The Income Tax Department's rights to examine tax liabilities arising from the merger have also been preserved.
For Petitioners: Advocates Rajeev Goel and Jaimin Dave
For IT Department: Senior Standing Counsel Aman A Mir with Advocate Anand Palodara for IT Dept