NCLT Sanctions Composite Scheme of Arrangement for Triveni Engineering and Sir Shadi Lal Enterprises

NCLT Sanctions Composite Scheme of Arrangement for Triveni Engineering and Sir Shadi Lal Enterprises​

The National Company Law Tribunal (NCLT), Allahabad Bench, has sanctioned a Composite Scheme of Arrangement involving Triveni Engineering & Industries Limited, Sir Shadi Lal Enterprises Limited, and Triveni Power Transmission Limited. The approved scheme facilitates the amalgamation of Sir Shadi Lal Enterprises Limited into Triveni Engineering & Industries Limited, coupled with the demerger of the PTB Undertaking from Triveni Engineering & Industries Limited into Triveni Power Transmission Limited.

The Scheme, passed by the Tribunal, outlines comprehensive transfers of assets, liabilities, and undertakings among the three applicant companies.

Key Components of the Scheme​

The Composite Scheme of Arrangement comprises two major parts:

1. Amalgamation (Sir Shadi Lal Enterprises Limited into Triveni Engineering & Industries Limited)
The scheme mandates the amalgamation of Sir Shadi Lal Enterprises Limited (Amalgamating Company) with Triveni Engineering and Industries Limited (Amalgamated Company).

• Transfer: The entire undertaking, properties, assets, and liabilities of Sir Shadi Lal Enterprises Limited shall transfer to Triveni Engineering and Industries Limited.
• Share Exchange Ratio: For every 137 (One Hundred and Thirty-Seven) equity shares of the Amalgamating Company (face value of INR 10 each), every equity shareholder is entitled to receive 100 (One Hundred) equity shares of the Amalgamated Company (face value of INR 1 each).
• Corporate Status: Upon the scheme's effectiveness, Sir Shadi Lal Enterprises Limited shall stand dissolved without winding up.

2. Demerger (PTB Undertaking)
The scheme details the transfer of the PTB Undertaking (relating to gears and defense business segments) from Triveni Engineering and Industries Limited (Demerged Company) to Triveni Power Transmission Limited (Resulting Company).

• Transfer: All property, rights, powers, permits, contracts, and assets comprised in the PTB Undertaking will transfer to Triveni Power Transmission Limited.
• Share Exchange Ratio: For every 3 (three) equity shares of the Demerged Company (face value of INR 1 each), every equity shareholder is entitled to receive 1 (One) equity share of the Resulting Company (face value of INR 2 each).
• Corporate Status: The PTB Undertaking assets, liabilities, and associated employees transfer to Triveni Power Transmission Limited.

Operational and Statutory Clearances​

The Tribunal noted that the Scheme received approvals regarding its financial and legal compliance. The petitioner companies submitted details of shareholder and creditor meetings confirming the Scheme's approval.

A comprehensive review of reports from various statutory authorities was conducted by the Tribunal, including the Registrar of Companies, Uttar Pradesh; the Regional Director, Northern Region, Ministry of Corporate Affairs; the Official Liquidator, Ministry of Corporate Affairs; and the Income Tax Department. These reports confirmed the necessary details and did not raise any reservation that would impede the sanctioning of the scheme.

Sanction and Effective Dates​

The Tribunal sanctioned the Composite Scheme of Arrangement, confirming that it is in compliance with the requirements of the Companies Act, 2013.

The sanctioned dates for the transacting events are:

• Amalgamation Effective Date: The date the Scheme of Arrangement among the Applicant Companies is completed subsequent to the NCLT Order dated May 7, 2026.
• Demerger Effective Date: The date the Scheme of Arrangement among the Applicant Companies is completed subsequent to the NCLT Order dated May 7, 2026.

The Sanctioned Scheme of Arrangement is declared binding on all shareholders and creditors of the named applicant companies. The sanctioned Order also confirmed the transfer of tax liabilities and pending legal proceedings associated with the amalgamating and demerging undertakings to the respective continuing companies.

Stock Price Movement​

Sir Shadi Lal Enterprises Ltd shares are currently sinking to ₹266.15 as of 11:49, reflecting a decline of 2.95% for the day. Throughout the trading session, the stock saw minor fluctuation, moving between a low of ₹266.10 and a high of ₹266.20.