NCLT Ahmedabad Sanctions Silverleaf–Share India Amalgamation from 1 October 2023

In re Silverleaf Capital Services Pvt. Ltd. (NCLT Ahmedabad)

Summary: The National Company Law Tribunal, Division Bench, Court-1, Ahmedabad sanctioned the Scheme of Amalgamation between Silverleaf Capital Services Pvt. Ltd. (Transferor Company) and Share India Securities Ltd. (Transferee Company), with the Appointed Date fixed as 01.10.2023. The joint second-motion Company Petition was filed under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Tribunal recorded the corporate particulars of both companies, the rationale for the amalgamation, the earlier first-motion proceedings and stakeholder meetings, and the reports and responses of the Regional Director, Registrar of Companies, Official Liquidator and Income Tax Department.

The Regional Director raised observations concerning the gap between the Appointed Date and filing, accounting treatment and fair-value recognition, increase in authorised share capital, SEBI and stock-exchange compliance, GIFT City/IFSC regulatory compliance, preservation of records, statutory liabilities, stamp duty and filing requirements. The petitioner companies furnished replies and undertakings addressing these matters. The Income Tax Department reported no outstanding demand in respect of the Transferor Company and the petitioners undertook that the Scheme would not prejudice the Department’s statutory rights concerning present or future liabilities and proceedings. The Tribunal noted that the requisite classes of shareholders and creditors had approved the Scheme, that statutory observations had been addressed, and that the Scheme was fair and reasonable without being detrimental to shareholders or creditors.