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2026 Supreme(Online)(NCLT) 75
NATIONAL COMPANY LAW TRIBUNAL
SANJIV JAIN, Judicial Member, VENKATARAMAN SUBRAMANIAM, Technical Member
PERFINT HEALTHCARE PRIVATE LIMITED VS
CP(CA)/1(CHE)/2024
For the Appellants/Petitioners: Ms. Sruthilaya, Mr. B. Ramana Kumar, Mr. Gajendran Ravi, Ms.A.Ramya, Ms.R.Subhitsha
For the Respondents: Mr. Avinash Krishnan Ravi
Securities premium utilizable as paid-up capital for reducing share capital to offset accumulated losses with shareholder approval.
Headnote:Under Section 66 of the Companies Act, 2013 read with NCLT (Procedure for Reduction of Share Capital) Rules, 2016, the company sought dispensation of creditor notices, confirmation of shareholder-approved capital reduction via special resolution, and approval of proposed minutes to reflect true financial position amid accumulated losses eroding net worth. Court confirmed no prejudice to creditors, verified accounting conformity under S.133, and noted satisfactory responses to Regional Director queries. Issues framed involved selective cancellation of shares held by exiting shareholders, set-off against securities premium per S.52, and utilization for accumulated losses without payment outgo. Ratio: Securities premium equates to paid-up capital (citing Vaibhav Global Ltd principles), enabling reduction beyond specified uses when compliant with procedures; shareholder consent and auditor certificates justified approval. Petition allowed; share capital reduced from Rs.2,93,65,918 to Rs.76,50,423 with securities premium to NIL; company directed to file applications under S.89 & S.90.
| Table of Content |
|---|
| 1. company seeks capital reduction due to losses eroding net worth. (Para 1 , 2 , 3 , 4 , 5 , 6 , 7 , 8 , 9 , 10 , 11 , 12 , 13) |
| 2. shareholder-approved selective share cancellation and set-off. (Para 14 , 15 , 16 , 17 , 18 , 19 , 20 , 21 , 22 , 23) |
| 3. satisfactory compliance with regional director queries and undertakings. (Para 24 , 25 , 26 , 27 , 28 , 29 , 30 , 31) |
| 4. securities premium utilization for loss adjustment upheld. (Para 32 , 33 , 34) |
| 5. reduction confirmed with compliance directions. (Para 35 , 36 , 37 , 38 , 39) |
VENKATARAMAN SUBRAMANIAM, MEMBER (TECHNICAL)
For Petitioner: Mr. B. Ramana Kumar, Mr. Gajendran Ravi, Ms.A.Ramya, Ms.R.Subhitsha For RD: Mr. Avinash Krishnan Ravi, Advocate O R D E R (Hearing Conducted through VC)
1. This Petition has been filed by Perfint Healthcare Private Limited under Section 66 and other applicable provisions of the Companies Act, 2013, seeking reliefs as follows;
a. That the requirement of giving notice to the creditors in accordance with Rule 3(1)(iii) of the NCLT (Procedure for reduction of share capital of company) Rules, 2016 be dispensed with;
b. That the requirement of publication of notice in accordance with Rule 3(3) of the NCLT (Procedure for reduction of share capital of company) Rules, 2016 be dispensed with; and c. That the cancellation and reduction of the share capital and securities premium as approved by a special resolution passed by the shareholders of the Company in the 18th Annual General Meeting held on September 02, 2023 as set out in paragraph 9(g) above and the in terms of the minutes of the meeting enclosed as Exhibit 'A11' to this Application, be confirmed.
d. That the proposed minute as stated in paragraph 11 be approved;
e. That to this end all directions necessary and proper be made and given; and f. Pass such other orders as this Tribunal may deem fit in the facts and circumstances of the case and thus render justice.
2. The main objects of the Company as set out in the Clause of the Memorandum of Association of the Company, are briefly reproduced as under;
a) To carry on in India or elsewhere, whether as principals consultants, service providers or otherwise any and all kinds of business in the field of design, engineering, development, production, manufacture of all and any kinds and types of medical instruments, devices, equipment’s, components, development of software, applications, hardware development for medical devices, or otherwise deal with the above, providing services and solutions, to Original Equipment Manufacturers of medical devices, and healthcare industry, in respect of design, development, engineering, manufacture of all medical equipment’s, including, prototype building, design validation, electrical and mechanical design, specification development, all post manufacturing services, implementation, testing and maintenance, field repairs, all engineering services support, warranty support engineering, all and any related services and solutions or otherwise deal with the above.
b) To carry on in India or elsewhere, any and all business in the field of research and development in all and any types of medical instruments, devices, equipment’s, components, software and hardware, carrying on medical product integrity tests and analysis, functional and reliability test, mechanical design and value engineering analysis, advanced process and test technology development of such devices, provide post- production support services and solutions, including introduction and launching of new medical devices, assisting in promotion, post product launch, products packaging, obtaining all necessary regulatory approvals and permissions from various concerned agencies for different medical devices, comprehensive verification and validation services for various medical devices, assisting, evolving strategies in marketing distribution, sales, of medical devices.
3. The Authorised Capital of the company is Rs. 58,52,56,641/- (Rupees Fifty-
Eight Crores Fif
