Loss-making company can reduce share capital selectively, pay shareholders, and write off losses with shareholder approval; Tribunal's role supervisory.

O R D E R

(Heard through Hybrid mode)

1. This Petition has been filed by Abtran India Private Limited (hereinafter referred as Petitioner/ Company) under Section 66 and other applicable provisions of the Companies Act, 2013, seeking reliefs as follows:

(1) That the reduction of selective Equity Share Capital of the Petitioner duly approved by the equity shareholders of the Petitioner at an Annual General Meeting thereof held on 27.10.2022 at Mahe be confirmed by this Tribunal so as to be binding on all shareholders and creditors of the Petitioner;

(2) That notices may be ordered to the Regional Director, Ministry of Corporate Affairs and the Registrar of Companies, Pondicherry as per rule 3 (1) (i) of the National Company Law Tribunal (Procedure for reduction of share capital of the Company) Rules, 2016;

(3) That notices may be ordered to all the unsecured creditors as provided for rule 3 (1) (iii) of the National Company Law Tribunal (Procedure for reduction of share capital of the Company) Rules, 2016;

(4) That directions may be given for the publication of advertisements as provided for under rule 3 (3) of the National Company Law Tribunal (Procedure for reduction of share capital of the Company) Rules, 2016 in an English and Tamil newspaper having State-Wide circulation;

(5) That to this end all inquiries and directions necessary and proper be made and given;

(6) That the proposed minute be approved by this Tribunal;

(7) That the Petitioner be not required to add the words "and reduced" to its name as the last words thereof; and

(8) That this Tribunal may pass such further or other orders as it may deem fit and proper in the facts and circumstances of the case.

2. The main objects of the Petitioner/ Company as set out in the Memorandum of Association of the Company, are briefly reproduced as under;

“i. To carry on the business of providing back office support services, advising, providing consultancy services, outsourcing services for all processes, sub processes, transactions, activities and all other work performed by business in various industries within India and across the world. This includes those process or sub processes that are enabled by information technology.

ii. To carry on the business of providing technical support, managed data center, managed technical center, training center, web support back office, business or financial analysis, scientific analysis, research work and analysis, storage, disaster recovery, accounting, pay roll, inventory management, customer relationship management, enterprises resources planning and to develop software, provide consultancy, software solution and services that are normally offered by the outsourcing business and information technology services providers, and application services providers.”

3. The Petitioner/ Company submits that by virtue of point 4 of X-Alteration of Capital of the Articles of Association of the Company, the Company is enabled to reduce its capital in any manner permitted by law, from time to time by Special Resolution. The article is extracted as under:

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

(i) its share capital;

(ii) any capital redemption reserve account; or

(iii)any share premium account."

4. The Authorized Share Capital of the Petitioner/Company as on 31.03.2022 is INR 7,60,21,000/- (Rupees Seven Crore Sixty Lakh twenty-one thousand only) divided int