NCLT Delhi Directs Creditor Meetings, Dispenses With Shareholder Meetings In Jakson Limited's Demerger Scheme
Sandhra Suresh
17 July 2026 5:31 PM IST
The National Company Law Tribunal (NCLT) has dispensed with meetings of the equity shareholders of Jakson Limited and Jakson Infra Projects Limited while directing separate meetings of Jakson Limited's secured and unsecured creditors to consider a proposed scheme for the demerger of the company's businesses into Jakson Infra Projects Limited.
A Delhi bench of Judicial Member Jyotsna Sharma and Technical Member Anu Jagmohan Singh passed the order on July 15.
Jakson Limited, the demerged company, and Jakson Infra Projects Limited, the resulting company, jointly filed the first-motion application seeking directions on convening meetings for a proposed scheme of arrangement by way of demerger.
Jakson Limited and Jakson Infra Projects Ltd. jointly filed a first motion application before the NCLT. The former is the Demerged Company, and the latter is the Resulting Company.
Jakson Limited, incorporated in 1997, is engaged in manufacturing diesel and gas generating sets, EPC projects, trading and maintenance of engine parts, hospitality and real estate ventures, and investments in group companies. Jakson Infra Projects Ltd was incorporated in 2025. The boards of both companies approved the scheme in May and June 2026 respectively.
The rationale of the demerger was to segregate the diverse business undertakings of the Demerged Company. The application was supported by audited financials, valuation reports, and statutory auditor certificates confirming compliance with accounting standards under Section 133 of the Act. The appointed date for the scheme was fixed as 1 April 2026.
The Demerged Company also submitted that proceedings for inspection, inquiry or investigation under the provisions of the Companies Act or under any other law were not pending against it. Further, that CIRP or liquidation proceedings or winding up were not pending against either of the Companies.
The bench noted that Jakson Limited had eight equity shareholders, all of whom consented via affidavits, thereby dispensing with shareholder meetings.
However, the company had 10 secured creditors and 4,282 unsecured creditors, none of whom consented. Accordingly, meetings of secured and unsecured creditors were directed to be convened. Jakson Infra Projects Ltd. had seven shareholders, all of whom consented, and no secured or unsecured creditors, hence the necessity of convening the meeting was not necessary.
Arun Jain, Chartered Accountant, was appointed as Chairperson and Advocate Sameer Ali as Scrutinizer for the meeting of the Secured Creditors and Unsecured Creditors of the Demerged Company. The NCLT directed that the venue, date, time, and mode of the meetings can be decided by the Chairperson in consultation with the counsel for the Applicant Companies.
The bench further directed service of notice on statutory authorities including the Regional Director, Registrar of Companies, Principal Chief Commissioner of Income Tax, SEBI, and other regulators.
For Petitioner: Advocates Gursat Singh and Rijul Kapoor