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2025 Supreme(Online)(NCLT) 6012
NATIONAL COMPANY LAW TRIBUNAL
Shri. Vinay Goel, Member (Judicial), Smt. Madhu Sinha, Member (Technical)
M/s. Cochin Aircraft Maintenance Company Limited – Appellant
Versus
Registrar of Companies- Kerala – Respondent
Companies Act, 2013: CP(C/Act)/18/KOB/2025
For the Petitioner: Mr. Nebil Nizar, Adv.
For the Respondent: Authorized representative of ROC
For the Income Tax Department: Adv Cyriac Tom, Adv.
For the Enforcement Directorate: Adv. Govindu P. Renukadevi, Adv.
For the Directorate General of Civil Aviation: Adv. M.A. Shaji, Adv.
Court upheld the application for share capital reduction, affirming commercial justification and compliance with statutory requirements.
Headnote:(A) Companies Act, 2013 - Section 66 - Application for reduction of share capital - The petitioner company sought to reduce paid-up share capital from ₹1,13,58,450 to ₹25,83,450 by returning ₹87,75,000 to shareholders due to discontinuation of aviation operations and excess capital - Unanimous agreement by shareholders and no objections from statutory authorities were noted - Justification on commercial grounds was established. (Paras 17, 21, 22)
(B) Statutory Compliance - The application was approved post verification of compliance with necessary statutory obligations under the Companies Act, 2013, with assurance from authorities that no pending investigations or issues existed against the company. (Paras 20, 21)
Facts of the case:
The petitioner company had been established for aircraft maintenance but faced operational difficulties due to industry downturns and strategic shifts leading to excess capital. The shareholders resolved to reduce capital as the company shifted to consultancy services.
Findings of Court:
The Tribunal found the proposed capital reduction justified and not detrimental to any stakeholders, aligning with statutory provisions.
Issues: The primary issues included the legal validity of the capital reduction under Section 66 and the potential impact on obligations.
Ratio Decidendi: The Tribunal affirmed the validity of the reduction based on shareholder consensus and statutory compliance, emphasizing that the commercial rationale supports the application.
Result: The application for capital reduction is allowed and sanctioned.
| Table of Content |
|---|
| 1. petitioner company seeks capital reduction. (Para 1 , 4 , 10 , 13) |
| 2. court confirms statutory compliance and validity. (Para 17 , 20 , 21) |
ORDER
Per: Coram
1. This application has been filed under Section 66 of the Companies Act, 2013 , by the Managing Director of M/s. Cochin Aircraft Maintenance Company Limited seeking the following reliefs: -
i. That the reduction of capital resolved on by the special resolution set out in paragraph 8 above be confirmed;
ii. That the requirement of issuing notice to creditors may be dispensed as there are no Secured or Unsecured creditors with respect to the company, and for which certificates from the statutory Auditors have been obtained and Annexed as ANNEXURE A-10 and ANNEXURE A-11 respectively.
iii. That as there are no Creditors and as the Shareholders have given their consent by way of a special resolution, the requirement of publishing newspaper advertisement may kindly be dispensed with;
iv. That the proposed minute set out in Para 20 be approved.
2. The Registered office of the company is situated at 61/300, Fourth Floor, Rasheed Towers, Karimpatta Cross Road, Pallimukku, Ernakulam, Kerala -682 016.
3. The main objects of the company are:
1. To carry on the business of maintenance, repair, inspections, ground support of aircrafts and training of required personnel and also as manufacturer, dealer, producer, assembler, hirer or otherwise equip the same or any part thereof with all or any amenities or conveniences, and to deal with the same in any manner whatsoever under any scheme framed by any firm, corporation, central or State Government, any local, public, statutory or other body whether incorporated or not or persons or authority including one or any combination thereof.
2. To acquire land by purchase, lease or otherwise and to develoр, sell, lease out and to deal in any manner and to construct, improve, erect, maintain or alter buildings, structures, commercial complexes and other residential or commercial buildings, structures, including townships.
4. The present authorised share capital of the Company is -up share capital of the ₹2,00,00,000 (Rupees Two Crore only), divided into 20,00,000 - equity shares of ₹10 each. The existing paid Eight Thousand Four Hundred and Fifty only), divided into Company is ₹1,13,58,450 (Rupees One Crore Thirteen Lakh Fifty
5. Article 37 of the Articles of Association of the Company provides 11,35,845 equity shares of ₹10 each.
that the Company may, from time to time, by passing a special resolution and in compliance with the provisions of the Companies Act, reduce its share capital in any manner permitted by law.
6. The Company was incorporated with the principal aim of Aircraft maintenance and training of personnel in the related field. The company was also enabled to do real estate and construction business. Under clause III C (1) of the Memorandum of Association, it is also provided under Clause 1 – “To develop, organize, promote and carry on the business of consultants and contractors, and to plan, design and render technical, scientific, management, manpower and industrial consultancy services to promote industries so as to accelerate industrialization, economic growth and productivity and to promote, undertake or execute studies, researches, surveys and investigations”.
7. The present share capital structure: -
a) The present share capital structure of the Company as on 31.03.2024 is as follows:
i. Authorized Share Capital: 2,00,00,000 (20,00,000 equity shares of 10/- each.
ii. Subscribed and Paid-up Share Capital: 1,13,58,450 (11,35,845 equity shares of Rs. 10/- each).
b) Financial summary of the Company as on 31.03.2024:
8. There has been no qualification, reservation, adverse remark, or disclaimer made by the statutory auditor in his reports for the latest audited financial statements as on 31.03.2014 or for any of the previous years.
9. No inspections, inquiries, or investigations have been conducted into the affairs of the Company unde
