MUMBAI BENCH, COURT III

In the matter of petition under Section 66 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and

the rules framed thereunder;

AND

In the matter of Reduction of Equity Share Capital of FERRERO INDIA PRIVATE

LIMITED

FERRERO INDIA PRIVATE LIMITED,

a company incorporated under the provisions of the Companies Act, 1956 having its registered office at unit number Plot no. F-13, MIDC Baramati, Pune 413133, Maharashtra,

India.

CIN - U74300PN2004PTC147065 … Petitioner Company

Order pronounced on: 03.12.2024

Coram:

SMT. LAKSHMI GURUNG, HON’BLE MEMBER (JUDICIAL)

SH. CHARANJEET SINGH GULATI, HON’BLE MEMBER (TECHNICAL)

Appearances:

For the Petitioner Adv. Sat winder Singh and Adv. Lokesh Dhyani,

i/b Aekom Legal, Adv. Ahmed Chunawala i/b M/s.

Rajesh Shah & Co., Advocate for the Petitioner

For the Regional Director, Mr. Guarav Jaiswal, Advocate

(West Region)

Per: SMT. LAKSHMI GURUNG, MEMBER (JUDICIAL)

1. Heard Learned Counsel for the Petitioner Company and the representative

from the Regional Director, Western Region (WR). The Petitioner Company submits that the directions given by this Tribunal vide order dated

01.06.2023 have been complied with.

Background

2. The present Petition has been filed by M/s Ferrero India Private Limited (Petitioner Company) for confirmation of reduction of its equity share capital under Section 66 of the Companies Act, 2013 (the Act) and in accordance with the National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016 and other applicable provisions.

3. The Petitioner Company is a Private Limited company incorporated on

02.06.2004 under the provisions of the Companies Act, 1956. The name was changed from Ferrero Marketing Services Private Limited to Ferrero India Private Limited, with effect from 22.01.2008.

Jurisdiction:

4. The registered office of the Petitioner Company is situated at Pune, Maharashtra and therefore, this Bench has the jurisdiction to entertain the petition.

Articles of Association:

5. It is submitted that Article 37 of the Articles of Association of the Petitioner Company empowers the Petitioner Company to reduce its capital in any manner as authorized by law by passing a special resolution. The Copy of Articles of Association is annexed to the Petition. We refer to Article 37 of the Articles of Association which is reproduced herein under:

“The Company may, by special resolution reduce in any manner and with, and subject to, any incident authorised, and consent required by law, --

a. its share capital;

b. any capital redemption reserve account; or c. any share premium account”

Memorandum of Association

6. The main objects of the Petitioner Company are to carry on the business of manufacturing and trading of food products including Chocolates and Confectioneries (more particularly stated in point III A of the Petitioner Company’s Memorandum of Association). Copy of Memorandum of Association is annexed to the Petition.

Share Capital

7. The Share Capital of the Petitioner Company as on 31.03.2023 stands as follows:

Other Financial Details

8. As per the summary of the provisional financial Statement of the Petitioner Company as on 31.03.2023, duly signed by 2 Directors including the Managing Director and the Company Secretary of the Petitioner Company other important financial figures are as follows:

9. It is noticed that the Petitioner Company has negative retained earnings (i.e., accumulated losses) of Rs. 416,57,80,966 as per provisional Financial Statements, which has, to that extent, wiped off the value represented by share capital. It is also noticed that the total Current and Non-Current Assets of the Petitioner Company are much higher than the total Current and Non-Current Liabilities.

Details of Shareholders

10. The equity shareholder details of the petitioner Company are as follows:

Proposed Reduction of Share Capital

11. The present petition for reduction of equity share capital proposes cancellation and extinguishment of its 59,25,