The National Company Law Tribunal (NCLT) has permitted remote e-voting for the Equity Shareholders of the Resulting Company in the proposed scheme of arrangement between Sammaan Capital Limited and Sammaan Finserve Limited. The clarification order, dated July 10, 2026 and uploaded on July 13, 2026, modifies the previous order dated June 12, 2026 to facilitate electronic participation and align meeting protocols with regulatory standards.

The Tribunal allowed the clarification application filed under Section 420(2) of the Companies Act, 2013. The key modification involves Paragraph 37(a) of the June 12, 2026 order, which now explicitly allows voting on the scheme through electronic means, including remote e-voting, for the Equity Shareholders of the Resulting Company.

Changes to Meeting Protocols

The NCLT order revised several paragraphs to align with regulatory requirements. Paragraph 37(h) was updated to ensure meetings are conducted in accordance with the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and applicable MCA Circulars governing video conferencing. It specifies that if a quorum is not present, the meeting shall be adjourned by half an hour, after which members present shall constitute the quorum.

Paragraph 37(i) was modified to detail the methods for sending notices. Notices must be sent via email (where registered), registered post, speed post, or courier at least 30 days prior to the meeting. If the email or address of a shareholder is unavailable, the notice can be accessed from the websites of Sammaan Capital Limited, BSE Limited, and National Stock Exchange of India Limited.

Advertisement Requirements

The order also updated Paragraph 37(j), shifting the responsibility of publishing advertisements to the Resulting Company. The advertisement must be published in the 'Financial Express' (English Edition, Delhi) and 'Jansatta' (Hindi Edition, Delhi) at least 30 clear days before the meeting. It must state that copies of the Scheme of Arrangement and the explanatory statement will be available free of charge at the registered offices of the Applicant Companies.

The certified copy of the Clarification Order is currently awaited. The scheme involves the arrangement between Sammaan Capital Limited (Resulting Company) and Sammaan Finserve Limited (Demerged Company) and their respective shareholders and creditors.

Sammaan Capital Limited has initiated a postal ballot process to seek shareholder approval for the appointment of Mr. Alwyn Dinesh Crasta as a Non-Executive Non-Independent Director on its Board for a term of five years. The resolution follows a strategic investment by Avenir Investment RSC Ltd, part of the IHC Group, which is now classified as a promoter of the company and entitled to nominate directors. The appointment is subject to shareholder approval via an Ordinary Resolution through remote e-voting.

Mr. Crasta, aged 52, currently serves as the Group Chief Financial Officer of International Holding Company (PJSC), Abu Dhabi. He brings over 25 years of experience in financial leadership, investments, mergers and acquisitions, and governance across sectors such as supply chain, agriculture, and financial services. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee and pursuant to Reserve Bank of India approval dated March 24, 2026, had initially appointed him as an Additional Director effective May 15, 2026.

The remote e-voting facility is available to members whose names appear in the Register of Members or the Register of Beneficial Owners as on the cut-off date of Friday, July 3, 2026. The voting period commences at 9:00 a.m. (IST) on Sunday, July 12, 2026, and concludes at 5:00 p.m. (IST) on Monday, August 10, 2026. Shareholders holding shares in dematerialized form can vote through their depository participants or the e-voting websites of NSDL and CDSL, while those holding physical shares must use the e-voting service provider’s portal.

Mr. Shiwam Kumar Bharti of M/s. Bharti Goenka and Associates has been appointed as the Scrutinizer to oversee the postal ballot process. The results of the voting will be announced on or before 05:00 p.m. (IST) on Wednesday, August 12, 2026. The company has engaged KFin Technologies Limited as the Registrar and Share Transfer Agent to facilitate the electronic voting process.

Key Details of the Proposed Appointment

The Board recommends the Ordinary Resolution for the approval of the members. The notice and explanatory statement are available on the company’s website at www.sammaancapital.com .