MUMBAI BENCH COURT II

Item No. 18

Company Petition/124/2024

CORAM

SHRI SANJIV DUTT SHRI ASHISH KALIA

HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL)

ORDER SHEET OF HEARING (HYBRID) DATED 27.03.2025

NAME OF THE PARTIES: BSE Institute Limited

Appearance:

For Applicant : Adv. Hemant Sethi

IBC Under Section 66 (1)

ORDER

The matter is taken up for pronouncement of order in respect of Company Petition/124/2024. Order pronounced vide separate sheet. Company

Petition/124/2024 is disposed of accordingly

Sd/- Sd/-

SANJIV DUTT ASHISH KALIA

MEMBER (TECHNICAL) MEMBER (JUDICIAL)

Shubham

[Under Section 66 and other applicable provisions of the Companies Act, 2013 read with National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016]

IN THE MATTER OF REDUCTION OF SHARE CAPITAL OF BSE INSTITUTE LIMITED [CIN- U80903MH2010PLC208335]

25th Floor, P. J. Towers, Dalal Street, Mumbai-400001 Maharashtra.

…Petitioner Company Pronounced: 27.03.2025 CORAM:

HON’BLE SHRI ASHISH KALIA, MEMBER (JUDICIAL)

HON’BLE SHRI SANJIV DUTT, MEMBER (TECHNICAL)

Appearances: (Hybrid)

For the Applicant Company: PCS, Dhrumil M. Shah, Advocate Hemant Sethi i/b Dattaram P. Shinde.

For Regional Director (RD): Aparna Mudiam, Deputy Director, RD (WR).

ORDER

[PER: SANJIV DUTT, MEMBER (TECHNICAL)]

1. This CP No. 124/MB/2024 (Petition) has been filed for obtaining sanction of this Tribunal under Section 66 of the Companies Act, 2013 (hereinafter referred to as “the Act”) by way of confirmation of a Special Resolution passed by the Petitioner Company to reduce its issued, subscribed and paid-up equity share capital from Rs.50,00,00,000/- (Fifty Crores Rupees) consisting of 50,00,00,000 equity shares of face value Re.1/- (One Rupee) each to Rs.1,00,00,000/- (One Crores Rupees) consisting of 1,00,00,000 equity shares of Re.1/- (One Rupee) each by cancelling the equity shares held by the shareholders to the extent of 98% of the issued, subscribed and paid-up Equity share capital, representing 49,00,00,000 Equity Shares of Re.1/- (One Rupee) each held by the shareholders of the Petitioner Company and repayment of Rs.49,00,00,000 (Forty-Nine Crores Rupees)

to the equity shareholder on proportionate basis.

2. The Petitioner Company was incorporated on 28.09.2010 as Public Limited Company and is engaged in providing education and training in the field of Financial and Capital Markets. Article 37 of the Articles of Association of the Petitioner Company, as reproduced below, empowers the Petitioner Company to reduce its share capital, by special resolution, in any manner 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.

3. The Board of Directors of the Petitioner Company vide its meeting held on

05.07.2024 proposed to carry out the reduction of equity share capital. The Special Resolution as approved by the equity shareholders for the Reduction of Equity Share Capital at the Extraordinary General Meeting held on 09.07.2024 is annexed to the Petition.

4. The rationale of the proposed reduction of share capital is stated as under:-

a. The proposed reduction of the equity share capital of the Company is being undertaken in accordance with the provisions of Section 66 of the Act and the rules made thereunder and specifically the Rules, which permit a company to undertake a reduction of its share capital in any manner.

b. The entire equity share capital of the Company is held by BSE Limited along with 6 (six) shares held by its nominee.

c. The said Capital Reduction shall lead to reduction of equity shares held by the Shareholders of company.

d. The Petitioner Company intends to reduce its share capital to

1,00,00,000 equity shares of Re.1/- each, resulting in reduction of 49,00,00,000 equity shares of Re.1/- each of the Petitioner Company.

e. The excess capital, lying idle and unused by the Company, will be returned to all the shareholders of the Company in the proportion of the