Authority: National Company Law Tribunal, New Delhi Bench (Court-VI)

Order Date: 15 July 2026

Case Overview

The National Company Law Tribunal (NCLT) New Delhi Bench heard a first motion application filed jointly by Jakson Limited (Demerged Company) and Jakson Infra Projects Limited (Resulting Company) under Sections 230-232 of the Companies Act, 2013 regarding a Scheme of Arrangement by way of Demerger.

Jakson Limited was incorporated on 13 July 1997 as a public limited company with its registered office at 626, Sixth Floor, Tower-A, DLF Tower Jasola, South Delhi, New Delhi 110025. Jakson Infra Projects Limited was incorporated on 29 May 2025 as a public limited company with its registered office at 626, 6th Floor, Tower-A, DLF Tower Jasola, Jamia Nagar, South Delhi, New Delhi 110025.

The demerger rationale involves separating Jakson Limited's three distinct business undertakings: 1) Manufacturing of silent Diesel and Gas generating sets and electrical EPC business, 2) Trading and maintenance services of engine parts including hospitality, housing, and real estate activities, and 3) Investment business including investments in properties and shares/securities of group companies and granting loans to group companies.

The Scheme was approved by the Board of Directors of Jakson Limited on 18 May 2026 and Jakson Infra Projects Limited on 5 June 2026. The appointed date for the demerger is 1 April 2026.

Regarding shareholder approval: Jakson Limited has 8 equity shareholders, all of whom provided consent affidavits. Jakson Infra Projects Limited has 7 shareholders, all of whom provided consent affidavits. Thus, meetings of shareholders for both companies were dispensed with.

Regarding creditors: Jakson Limited has 10 secured creditors and 4,282 unsecured creditors, none of whom provided consent to the scheme. Jakson Infra Projects Limited has nil secured creditors and nil unsecured creditors.

The application included a valuation report from M/s Procurve Valux Private Limited, IBBI Registered Valuer, and certificates from statutory auditors confirming that the accounting treatment conforms to Section 133 of the Companies Act, 2013. The companies confirmed that no inspection, inquiry, investigation, CIRP, liquidation, or winding-up proceedings are pending against them.

Final Outcome

The NCLT allowed the application and issued the following directions:

  • Shareholder meetings for both companies are dispensed with due to 100% consent
  • Meetings of secured and unsecured creditors of Jakson Limited must be convened since no consents were obtained
  • Arun Jain (CA) is appointed as Chairperson for creditor meetings with fees of ₹1,50,000
  • Adv. Sameer Ali is appointed as Scrutinizer for creditor meetings with fees of ₹50,000
  • Notices must be sent to creditors via email and published in newspapers at least 30 days before meetings
  • Notices must also be served on Regional Director MCA, Registrar of Companies, Income Tax authorities, SEBI, and other sectoral regulators
  • The quorum for creditor meetings shall be as per Section 103(1) of Companies Act, 2013
  • The Chairperson must file an affidavit confirming compliance with notice requirements and report meeting results within 7 days

The petition stands allowed and disposed of on these terms.

Topics: Corporate Restructuring, Demerger Approval, Creditor Meetings