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NATIONAL COMPANY LAW TRIBUNAL

INDORE SPECIAL BENCH

ITEM No.6

IA/45(MP)2025

in

CP(CAA)/2(MP)2025

in

CA(CAA)/5(MP)2024

Order under Section Rule 11

IN THE MATTER OF:

Shivpad Engineering Pvt Ltd

(Transferor Company)

Jash Engineering Ltd ........Applicants

(Transferee Company)

Coram:

Mohan P. Tiwari, Hon’ble Member(J)

Sanjeev Sharma, Hon’ble Member(T)

PRONOUCMENT ORDER

Delivered on 30/01/2026

The case is fixed for pronouncement of the order. The order is pronounced in open Court

vide separate sheet.

Sd/- Sd/-

SANJEEV SHARMA MOHAN P. TIWARI

MEMBER (TECHNICAL) MEMBER (JUDICIAL)

Neeraj

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IA No. 45 of 2025

in

CP(CAA)/2(MP)2025

Page 1 of 7

IN THE NATIONAL COMPANY LAW TRIBUNAL

INDORE BENCH

IA No. 45 of 2025

In

CP(CAA)/2(MP)2025

In

CA(CAA)/5(MP)2024

In the matter of Companies Act ,2013

And

In the matter of Sections 230 to 232 and other Applicable provisions of the

Companies Act, 2013.

IN THE MATTER OF

Shivpad Engineers Private Ltd

Plot No. 31, Sector-C, Sanwer Road,

Industrial Area, Indore, 452015 M.P

….. Petitioner Company No.1/

Transferor Company 1

And

Jash Engineering Ltd

office at Plot No. 31, Sector-C, Sanwer

Road, Industrial Area, Indore, 452015

M.P.

….. Petitioner Company No.2/

Transferee Company 2

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IA No. 45 of 2025

in

CP(CAA)/2(MP)2025

Page 2 of 7

CORAM:

Shri. MOHAN P. TIWARI, HON’BLE MEMBER (JUDICIAL)

Shri. SANJEEV SHARMA, HON’BLE MEMBER (TECHNICAL)

A P P E A R A N C E:

For the Applicants : Mr. B. M. Maheshwari Adv.

For the Respondent : None

O R D E R

Delivered on 30.01.2026

1. The applicants-petitioners filed a joint petition seeking Tribunal sanction for

a scheme of arrangement by amalgamation, pursuant to the Tribunal’s order in

CA(CAA) No. 5 (MP) of 2024, which forms part of CP (CAA) No. 2 of 2025. They

seek to rely on that prior order. The applicant- petitioner respectfully prayed to

Permit the Petitioners to amend the petition CP(CAA) No. 2 (MP) of allowing

replacement of the Scheme at Annexure P/7 by Corrected and updated scheme

marked Annexure P/36 in the Petition and to Allow to withdraw Application &

Affidavit in response to observations filed on dated 24th June, 2025 in pursuance

to the Order dated 10.07.2025 passed by this Tribunal.

2. The Tribunal issued notice to regulatory authorities on 17.04.2025, as

required by law, and the petitioners fully complied by serving the complete petition

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IA No. 45 of 2025

in

CP(CAA)/2(MP)2025

Page 3 of 7

notice and documents. Regulatory authorities (RD, OL, and ROC) submitted

observations, including an error in the capital narration, prompting the petitioners

to file a response affidavit. The specific correction needed in the scheme (Para 8

ii), at petition running page 353, changes the description from “Preference Shares

of Rs. 10/- each - 5,00,000” to “5,10,000 Preference Shares of Rs. 10/- each - Rs.

51,00,000”.

3. In Scheme Para 20(ii) (petition running page 366), the authorised share

capital is incorrectly stated as Rs. 13,69,00,000 (Rupees Thirteen Crores Sixty-

Nine Lakhs only), divided into 1,36,90,000 equity shares of Rs. 10/- each and

5,10,000 preference shares of Rs. 10/- each.

The correct version should read: Rs. 14,20,00,000 (Rupees Fourteen Crores

Twenty Lakhs only), divided into 1,36,90,000 equity shares of Rs. 10/- each and

5,10,000 preference shares of Rs. 10/- each.

4. During the amalgamation process, the Transferee Company, via special

resolution dated 26 September 2024, split/sub-divided its equity shares from face

value of Rs. 10/- each to Rs. 2/- each (certified copy annexed as Annexure P/35

colly). Additionally, under an approved ESOP sc