ALLAHABAD BENCH, PRAYAGRAJ

________________________________________________________________ (U/s 230(1), 66 & 18 of the Companies Act, 2013 read with Rule 3 of the

Companies (Compromises, Arrangements, Amalgamations) Rules, 2016).

IN THE MATTER OF:

M/s Bennett Alumni Association

Having Its Registered Office At:

Plot No. 8-11, Kasna Techzone-II,

Greater Noida, Gautam Buddha Nagar

Uttar Pradesh – 201310

Email ID:-alumni.buaa@bennett.edu.in

………Applicant Company

Order Pronounced on: 28.10.2025

Coram

Mr. Praveen Gupta. : Member (Judicial)

Mr. Ashish Verma. : Member (Technical)

Appearances

Ms. Swati Surhatia alongwith : For the Applicant Companies

Sh. Kunal Surhatia, Advs.

Sh. Krishna Dev Vyas, Adv. : For the ROC

Sh. Mohd. Akhtar, STA. : For the OL, ALD

ORDER

1. This Application is filed by the Applicant Company namely; M/s Bennett

Alumni Association Ltd (for short hereinafter referred to as Applicant

Company), under Sections 230(1), 66 & 18 of the Companies Act, 2013 (the Act) read with Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Rule 11 of the National Company Law Tribunal Rules, 2016 in relation to the Scheme of Reduction of Share Capital and Conversion of the Company limited by shares into a company limited by guarantee and Dispensation of Meetings of the Shareholders.

The said Scheme is attached as Annexure-1 of the Application.

2. The Applicant Companies have prayed for the following reliefs: -

1. Dispensing with the requirement of convening meetings of the Shareholders of the Applicant Company.

2. Approve and Sanction the Scheme of Reduction of Capital and Conversion of the Company limited by shares into Guarantee Company without Share Capital; And

3. Direct the Applicant Company to file application, other documents as may be required for the purpose of sanctioning the proposed scheme; and

4. Pass such other and further Orders as this Hon’ble Tribunal may deem fit in the facts and circumstances of the case.

3. M/s BENNETT ALUMNI ASSOCIATION (hereinafter referred to as "the Applicant Company" was incorporated on 21.10.2022 and having Corporate Identification No. as (CIN) U80904UP2022NPL172597 and PAN AALCB1607L having its registered office at Plot No. 8-11, Kasna Techzone- II, Greater Noida, Uttar Pradesh - 201310.

4. The Bennett University is a private university established under the ‘The Bennett University, Greater Noida, Uttar Pradesh Act, 2016 (U.P. Act No. 24 of 2016) effective from 07.08.2016. The Applicant Company is incorporated to carry out the various activities mentioned in the clause-3 of the Memorandum of Association. The Main Objects of the Applicant Company on the date of the Scheme are as under:

a) To enable professional networking among alumnus, among professors with the alumni, as well as networking of existing students with alumni for mutual benefit in academic, professional and/or business areas; including employment network for new graduates or alumni looking for career upgrade/change, and alumni displaced from workforce.

b) To provide a platform for social interactions and special interest groups. To raise funds for the Institute or for Charitable Purposes.

c) To extend academic support to the institute through various networks such as 'visiting faculty network', 'curriculum development network', 'distance learning network' and 'academic endowment network etc d) To render assistance to students at the institute through grants, scholarships and prizes and to provide assistance in academics, placement or any other area as appropriate.

e) To provide technical collaboration and other support for cutting-edge applied & industrial research for the global marketplace.

f) To provide technical collaboration and other support by alumni researchers and faculty in top research institutions around the world.

g) To encourage and facilitate the alumni taking up activities that are geared to improve society at large and contribute to national development.

h) To provide group benefits to alumnus like health servic