Triveni Engineering Gets BSE Nod for Composite Scheme

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26 Aug, 2025 12:21

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Triveni Engineering & Industries Limited announced that it has received an observation letter with 'No Adverse Observations' from the BSE Limited on August 7, 2025, regarding its proposed Composite Scheme of Arrangement. The scheme involves Triveni Engineering, Sir Shadi Lal Enterprises Limited, and Triveni Power Transmission Limited.

The Composite Scheme of Arrangement includes Triveni Engineering & Industries Limited (“Triveni”/“Amalgamated Company”/“Demerged Company”/“TEIL”), Sir Shadi Lal Enterprises Limited (“Sir Shadi Lal”/“Amalgamating Company”/“SSEL”), and Triveni Power Transmission Limited (“Triveni Power”/“Resulting Company”) and their respective shareholders and creditors, under Sections 230 to 232 of the Companies Act, 2013.

The observation letter from BSE indicates no adverse observations concerning listing, de-listing, and continuous listing requirements. This enables the company to file the scheme with the Hon'ble NCLT.

BSE has advised that details of the proposed scheme under consideration, as provided by the Company to the Stock Exchange, shall be prominently disclosed in the notice sent to the Shareholders.

The entities are advised that any proposed equity shares to be issued under the "Scheme" must be in demat form only.

The entities are advised that the "Scheme" shall be acted upon subject to compliance with the relevant clauses in the scheme document.

No changes to the draft scheme, except those mandated by regulators/authorities/tribunals, shall be made without specific written consent from SEBI.

The entities are advised to incorporate the observations of SEBI/Stock exchanges in the petition to be filed before NCLT and must bring these observations to the notice of NCLT.

The entities are advised to comply with all applicable provisions of the Companies Act, 2013, including obtaining consent from creditors for the proposed scheme.

The company is advised to disclose additional information to public shareholders as part of the explanatory statement or notice accompanying the resolution to be passed under Sections 230 to 232 of the Companies Act 2013, to enable informed decision-making. This includes:

• Details of assets, liabilities, net worth, and revenue of the companies involved, pre and post scheme.
• Impact of the scheme on the revenue-generating capacity of the Amalgamated Company.
• Need and rationale of the scheme, synergies of business of the companies involved, impact of the scheme on shareholders, and cost-benefit analysis.
• Value of assets and liabilities of the Amalgamating Company being transferred to the Amalgamated Company.
• Details/facts about the basis of valuation, including projections for valuation of transferor and transferee companies, along with justification for the growth rate considered.
• Details/facts about the basis of valuation pertaining to the demerger of the PTB undertaking of the Demerged Company into the Resulting Company, along with justification for the methodology adopted.
• Latest financials of Amalgamating and Amalgamated companies should be updated on the Website and disclosed in the explanatory statement.
• Revised shareholding pattern of Amalgamating and Amalgamated companies Pre and Post-Merger.
• Pre and Post scheme shareholding of Amalgamating and Amalgamated companies as of the date of the notice of the Shareholders meeting, along with rationale for changes, if any, between filing of the Draft Scheme and the Notice to shareholders.
• Disclosure of all pending actions against the entities involved in the scheme, its promoters/directors/KMPs, and the possible impact on the Amalgamated Company to the shareholders.
• The entities shall ensure that applicable additional information, if any, submitted to SEBI along with the draft scheme of arrangement as advised by email dated August 07, 2025, forms part of the disclosures to the shareholders.

It is noted that petitions are filed by the company before NCLT after processing and communication of comments/observations on the draft scheme by SEBI/stock exchange.

The company is not required to send notice for representation as mandated under section 230(5) of the Companies Act, 2013, to SEBI again for its comments/observations/representations.

The Exchange reserves the right to withdraw its 'No adverse observation' at any stage if the information submitted is incomplete, incorrect, misleading, false, or contravenes the Exchange's Rules, Bye-laws, Regulations, Listing Agreement, or Guidelines/Regulations issued by statutory authorities.

Where applicable, the explanatory statement of the notice to be sent to shareholders for scheme approval shall disclose information about unlisted companies involved in the format prescribed for an abridged prospectus as specified in the circular dated June 20, 2023.

The listing of equity shares of Triveni Power Transmission Limited is subject to SEBI granting relaxation under Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957, and compliance with SEBI circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023. Triveni Power Transmission Limited must comply with the SEBI Act, Rules, Regulations, directions of SEBI, and any other statutory authority, as well as the Rules, Byelaws, and Regulations of the Exchange. The Companies must fulfill the Exchange's criteria for listing the securities of such Companies and comply with other applicable statutory requirements. The listing of shares of Triveni Power Transmission Limited is at the discretion of the Exchange. Additionally, the listing of Triveni Power Transmission Limited pursuant to the Scheme of Arrangement is subject to SEBI approval and the Company satisfying the following conditions:

1. Submitting an Information Memorandum containing all information about Triveni Power Transmission Limited in line with disclosure requirements for public issues with BSE, making it available to the public through the Exchange's website. The Companies are also advised to make it available on their website.

1. Publishing an advertisement in newspapers containing all details of Triveni Power Transmission Limited as required per SEBI circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023. The advertisement should reference the Information Memorandum available on the company's and BSE's websites.

1. Disclosing all material information about Triveni Power Transmission Limited on a continuous basis to make it public, in addition to the requirements specified in the Listing Agreement for disclosures about subsidiaries.

The following provisions shall be incorporated in the scheme:

• "The shares allotted pursuant to the Scheme shall remain frozen in the depository system till listing/trading permission is given by the designated stock exchange."
• "There shall be no change in the shareholding pattern of Triveni Power Transmission Limited between the record date and the listing which may affect the status of this approval."

The contents of this letter should be brought to the notice of shareholders, all relevant authorities, and included in the application for approval of the scheme of Arrangement.

As required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter is Six Months from the date of this Letter, within which the scheme must be submitted to the NCLT.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking the Exchange's representations or objections will be accepted and processed through the Listing Centre only, with no physical filings accepted, as per the circular dated February 26, 2019.

The observation letter from BSE states that it has no adverse observations with limited reference to matters bearing on listing, de-listing, and continuous listing requirements. This allows the company to file the scheme with the Hon'ble NCLT.