
NCLT Sanctions Composite Scheme of Arrangement for Triveni Engineering and Industries, Sir Shadi Lal Enterprises, and Triveni Power Transmission
The National Company Law Tribunal (NCLT), Allahabad Bench, sanctioned a Composite Scheme of Arrangement involving Triveni Engineering & Industries Limited, Sir Shadi Lal Enterprises Limited, and Triveni Power Transmission Limited. The order, pronounced on May 7, 2026, formalizes the amalgamation of Sir Shadi Lal Enterprises Limited with Triveni Engineering & Industries Limited, and the demerger of the PTB Undertaking from the Amalgamated Company to Triveni Power Transmission Limited.The Scheme, which was filed before the Tribunal, provides for two main corporate actions:
Amalgamation Details
Sir Shadi Lal Enterprises Limited is to be amalgamated with Triveni Engineering & Industries Limited. This involves the consequent issuance of equity shares by Triveni Engineering & Industries Limited to the members of Sir Shadi Lal Enterprises Limited, calculated as 100 equity shares of face value of INR 1 for every 137 equity shares of face value of INR 10 held in the Amalgamating Company.
Demerger Details
The PTB Undertaking, defined as the gears and defence business segments, of Triveni Engineering & Industries Limited will transfer to Triveni Power Transmission Limited. Similarly, Triveni Power Transmission Limited shall issue equity shares to the shareholders of Triveni Engineering & Industries Limited. The entitlement ratio is set at 1 equity share of face value INR 2 for every 3 equity shares of face value INR 1 held in the Demerged Company.
Scheme Sanction and Compliance
The Tribunal granted the sanction subject to several key conditions, including the effective date for the Amalgamation to be the completion of the Scheme subsequent to the order dated 07.05.2026, and the effective date for the Demerger to be the completion of the Scheme subsequent to the order dated 07.05.2026.The Tribunal confirmed that all previous pending tax liabilities and proceedings related to the Amalgamating Company (Sir Shadi Lal Enterprises Limited) are transferred to the Amalgamated Company (Triveni Engineering & Industries Limited).
Scheme Approval via Meetings
Separate meetings were convened and held for the respective Applicant Companies, and the Scheme of Arrangement was approved by the Equity Shareholders, Secured Creditors, and Unsecured Creditors of both Triveni Engineering & Industries Limited and Sir Shadi Lal Enterprises Limited.The approval status for the respective companies, based on the meetings held, is detailed below:
| Meeting Detail | Company | Total Votes Polled | Shares/Value in Favor (Percentage) |
|---|---|---|---|
| Equity Shareholders Votes | Triveni Engineering & Industries Limited | 15,88,04,037 (100%) | 15,61,76,287 (98.37%) |
| Secured Creditors Votes | Triveni Engineering & Industries Limited | 718,56,41,296 (100%) | 718,56,41,296 (100%) |
| Unsecured Creditors Votes | Triveni Engineering & Industries Limited | 194,53,68.459 (100%) | 194,03,88,925 (99.74%) |
| Shares/Value (S.S.L. Enterprises) | Sir Shadi Lal Enterprises Limited | N/A | Shares/Value in Favor: 35,89,670 (99.95%) |
| Secured Debt (100%): 186,98,75,956 | |||
| Unsecured Debt (99.74%): 2,46,07,89,288 (2,46,71,08,066 total) |
The Tribunal reviewed reports from statutory authorities, including the Registrar of Companies, Uttar Pradesh, the Regional Director (Northern Region), and the Income Tax Department. The Official Liquidator also submitted a report stating no objection to the Scheme.
The Tribunal found that the Scheme was prima facie compliant with the requirements of the Companies Act, 2013, and sanctioned the Composite Scheme of Arrangement, making it binding on all Shareholders and Creditors of the involved companies.
TRIVENI Stock Price Movement
Shares of Triveni Engineering & Industries Limited are slipping by 2.11% in live trading as of 12:01 PM, currently trading at ₹380. The stock’s trading activity remains elevated, with 314,887 shares exchanged so far in the market today.Disclaimer: Due care and diligence have been taken in compiling and presenting news and market-related content. However, errors or omissions may arise despite such efforts.
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