NCLT Delhi Clears First-Motion Application To Demerge Sammaan Finserve's NBFC Business Into Sammaan Capital

The National Company Law Tribunal (NCLT), New Delhi, has allowed a first-motion application jointly filed by Sammaan Finserve Limited (SFL) and Sammaan Capital Limited (SCL) in relation to a proposed scheme for the demerger of SFL's NBFC business into SCL. The tribunal also directed the convening of a meeting of SCL's equity shareholders through video conferencing.

A bench of Judicial Member Bachu Venkat Balram Das and Technical Member Ravindra Chaturvedi passed the order on June 12, 2026. The bench dispensed with meetings of the equity shareholders, secured creditors, and unsecured creditors of SFL. It also dispensed with meetings of the secured and unsecured creditors of SCL.

The tribunal held, "The Scheme does not contemplate any compromise with the Secured Creditor of the Demerged Company and that, upon implementation of the Scheme, the liabilities pertaining to the Demerged Undertaking will be transferred to the Resulting Company, which will have a positive networth as of the Appointed Date."

SFL is a non-deposit-taking NBFC-Investment and Credit Company (NBFC-ICC) and a wholly owned subsidiary of SCL. SCL is a listed NBFC-ICC engaged in lending and allied financial activities.

The tribunal recorded that the boards of both companies approved the proposed scheme on December 31, 2025. It further noted that the Reserve Bank of India granted its no-objection/prior approval for the scheme through letters dated May 7, 2026.

According to the companies, the scheme provides for the transfer of the demerged undertaking from SFL to SCL on a going-concern basis. They submitted that the primary objective is to consolidate the NBFC businesses of the two companies under a single entity. The companies also stated that the restructuring would simplify the corporate structure, improve operational efficiencies, and strengthen the lending platform.

The tribunal noted that the entire issued, subscribed, and paid-up equity share capital of SFL is held by SCL and its nominees. Consequently, no shares of SCL are proposed to be allotted as consideration under the scheme.

It also recorded that the statutory auditors certified SCL's repayment capability in respect of SFL's outstanding listed non-convertible debentures (NCDs) and confirmed that the accounting treatment under the scheme complies with applicable accounting standards.

The tribunal observed, "The NCDs of the Demerged Company shall be vested with the Resulting Company on the same terms, including the coupon rate, tenure, ISIN, redemption price, quantum, and nature of security. Therefore, the Scheme will not have any adverse impact on the holders of the NCDs of the Demerged Company and thus, adequately safeguards the interest of the holders of the NCDs of the Demerged Company."

The tribunal noted that SFL had obtained consent affidavits from all eight of its equity shareholders. It also recorded that SFL had 52 secured creditors and 11 unsecured creditors, while SCL had 383 secured creditors and 31 unsecured creditors.

Accordingly, the NCLT dispensed with the meetings of those classes of shareholders and creditors and directed the convening of a meeting of SCL's 4,29,786 equity shareholders through video conferencing. Advocate Manisha Chava was appointed Chairperson, Advocate Sunil Sharma Alternate Chairperson, and Advocate Ansh Kakar Scrutinizer for the meeting.

The application was allowed and disposed of in these terms.