NCLT Sanctions Composite Scheme of Arrangement for Triveni Engineering and Industries, Sir Shadi Lal Enterprises, and Triveni Power Transmission

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) passed a Rectification Order and sanctioned a Composite Scheme of Arrangement involving Triveni Engineering & Industries Limited, Sir Shadi Lal Enterprises Limited, and Triveni Power Transmission Limited. The order formalized the amalgamation of Sir Shadi Lal Enterprises Limited into Triveni Engineering & Industries Limited and the subsequent demerger of the PTB Undertaking from Triveni Engineering & Industries Limited to Triveni Power Transmission Limited.

The NCLT’s decision, dated May 18, 2026, corrected the initial order dated May 7, 2026, by making specific rectifications concerning the Authorized Capital and the required filings for the respective applicant companies. The Tribunal’s sanction confirms the Composite Scheme of Arrangement, intended to restructure the assets and liabilities among the three entities.

Scope of the Scheme​

The sanctioned Composite Scheme of Arrangement outlines two primary structural changes among the applicant companies:

1. Amalgamation: Sir Shadi Lal Enterprises Limited (Applicant Company No. 2) is to be amalgamated with Triveni Engineering & Industries Limited (Applicant Company No. 1). The undertaking, properties, assets, and liabilities of Sir Shadi Lal Enterprises Limited shall vest in Triveni Engineering & Industries Limited.
2. Demerger: The PTB Undertaking (comprising the gears and defense business segments) of Triveni Engineering & Industries Limited (Applicant Company No. 1) shall be demerged and vested in Triveni Power Transmission Limited (Applicant Company No. 3).

Approved Transactions and Rights​

The Tribunal's order stipulates the following outcomes regarding the assets and liabilities:

• Amalgamation: Upon the Scheme becoming effective, all debts, liabilities, loans, and obligations of Sir Shadi Lal Enterprises Limited shall transfer to Triveni Engineering & Industries Limited. Furthermore, all employees of Sir Shadi Lal Enterprises Limited shall become employees of Triveni Engineering & Industries Limited.
• Demerger: All assets, properties, and obligations related to the PTB Undertaking shall transfer to Triveni Power Transmission Limited. Similarly, all employees associated with the PTB Undertaking will transfer to Triveni Power Transmission Limited.
• Tax Implications: The order confirms that all tax liabilities and pending appeals related to the Amalgamating Company (Sir Shadi Lal Enterprises Limited) are transferred to the Amalgamated Company (Triveni Engineering & Industries Limited).

Shareholder and Creditor Approval​

The Scheme received approvals from the respective shareholders and creditors of the companies involved. The details of the approval votes cast at the relevant company meetings are provided below.

Approval Details for Triveni Engineering & Industries Limited (Applicant Company No. 1/Amalgamated Company)


Voting Results (Applicant Company No. 1)


Approval Details for Sir Shadi Lal Enterprises Limited (Applicant Company No. 2/Amalgamating Company)


Voting Results (Applicant Company No. 2)

Key Financial and Legal Directives​

The sanction order established specific rules for the transfer of capital and liabilities, ensuring continuity and protection for stakeholders.

• Share Allotment: The Scheme dictates that for every 137 equity shares of the Amalgamating Company held (face value of INR 10 each), every equity shareholder shall be entitled to receive 100 equity shares of face value of INR 1 each from the Amalgamated Company.
• Capital Enhancement: The order mandates that the Authorized Capital of Triveni Engineering & Industries Limited shall be enhanced, with the fees paid by the Amalgamating Company being set off against any fees payable subsequently.
• Tax Compliance: The Amalgamated Company is responsible for paying any tax liabilities of the Amalgamating Company that arise or become payable after the appointed date.
• Applicability Date: The Scheme of Arrangement is set to become effective upon the Amalgamation Appointed Date and the Demerger Appointed Date, both set as the 1st Day of April.

TRIVENI Stock Price Movement​

Today, Triveni Engineering & Industries Limited shares edged higher to settle at ₹374.00, gaining 1.00% in post-market trading. The stock maintained strong momentum throughout the day, fluctuating between a low of ₹367.05 and a high of ₹377.65, with a total volume of 396,923 shares traded.