NCLT rectified order received on scheme of amalgamation of wholly owned subsidiary

The company has received a rectified order from the NCLT, Chennai Bench, relating to its scheme of amalgamation.

Fri 9 Oct 2026

Appointed date (rectified)

01.04.2026

Original NCLT order date

September 16, 2026

Scheme clause reference

Clause 1.1.3 of the scheme

The company has received a rectified order from the Hon'ble National Company Law Tribunal (NCLT), Chennai Bench, in respect of the order dated 16.09.2026 in C.P.(CAA)/93(CHE)/2025, which sanctioned the scheme of amalgamation of Augmento Labs Private Limited, a wholly owned subsidiary, with and into Saksoft Limited. The order follows an application IA(CA)/303(CHE)/2026 shared by the petitioner companies under Rule 154 of the NCLT Rules, 2016, seeking corrections in the original order. The tribunal has said the rectifications will form part of the order dated 16.09.2026, and the application stands disposed of.

Corrections allowed

• The appointed date and its clause reference are to be read as 01.04.2026, as specified in Clause 1.1.3 of the scheme, in place of 01.04.2025.
• Saksoft Limited, recorded as "petitioner 2 company/Transferee Company", is to be read as "Transferee Company".
• References to "demerged company" and "resulting company" in the reliefs table are to be read as "Transferor Company" and "Transferee Company".
• The scheme is noted as "Annexure - A1" at Page Nos. 22-46 of the petition typeset, in place of the earlier reference.
• The date of update of the second motion is to be read as 16-12-2025, where the order recorded 26.12.2025.
• Paragraph numbering corrections, including renumbering of Paras 8.1.6 onwards and 8.2.6 onwards; the date of the petitioners' reply read as 09.06.2026 instead of 02.07.2026; the clause reference read as "Clause 1.1.3" instead of "Clause 1(C)".

Corrections sought that were not allowed

• Adding that notices were sent to the Software Technology Parks of India (STPI) on 04.02.2026 and to GST authorities on 04.02.2026.
• Inserting a paragraph containing the observations of the Regional Director's Report dated 05.06.2026.
• Changing the date of update of the application in CA(CAA)/73(CHE)/2025 from 17.09.2025 to 05.09.2025.

The tribunal observed that Rule 154 provides for correction of clerical or arithmetical mistakes, or errors arising from an accidental slip or omission, and that additions cannot be sought through such an application.

Background of the scheme

• The transferor company is a wholly owned subsidiary of the transferee company; the stated rationale includes consolidating the entities, simplifying the group holding structure, reducing overheads and administrative compliances, and seeking greater efficiency in the combined business.
• In the first motion, the tribunal vide order dated 27.11.2025 dispensed with the meetings of equity shareholders and unsecured creditors of both the transferor and transferee companies.
• The second motion petition was shared on 16.12.2025 for sanction of the scheme; paper publications were made in Business Standard (English) and Makkal Kural (Tamil) on 07.02.2026, and notices were served on the Regional Director, Registrar of Companies, Income Tax Department and Official Liquidator.

How to read this

• This is a correction to the text of the tribunal's order, recorded as forming part of the order dated 16.09.2026.
• One of the corrections relates to the appointed date, now to be read as 01.04.2026 as specified in Clause 1.1.3 of the scheme.
• The update states that the rectified order incorporates corrections to certain factual details in the original order, as brought to the attention of the tribunal by the company.

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