NCLT approved 55.39% share capital reduction under S.66 Companies Act, confirming compliance with procedures, creditor protection, and no stakeholder prejudice.

MR. KAUSHALENDRA KUMAR SINGH, MEMBER (TECHNICAL)

Present: -

For the Petitioner : Mr. Anand Chhibbar, Senior Advocate along with Mr. Anubhav Rastogi and Ms. Swati Vashisht, Advocates For the RD/ROC : Ms. Deepmala Bagri, DRoC Chandigarh For the Income Tax Dept. : Mr. Varun Issar Sr. Standing Counsel ORDER

1. The present Petition has been filed by UK India Business Council India Private Limited (hereinafter referred as 'Petitioner Company/Company') through its Authorised Signatory, Mr. Vikram Plaha, Director under Section 66 of the Companies Act, 2013 (hereinafter referred to as the “Act”) read with National Company Law Tribunal (Procedure of Reduction of Share Capital of the Company) Rules, 2016 (hereinafter referred to as (“NCLT Capital Reduction Rules”) for obtaining confirmation from this Tribunal for the proposed reduction of the issued, subscribed and paid-up equity share capital of the Petitioner Company.

2. The averments as made in the present Petition and as submitted by the Learned Counsel is summarized hereunder;

(i) The Petitioner Company was incorporated on 26 August 2008 as a private limited company under the Companies Act, 1956 to undertake business of providing consultancy services, resources, knowledge and infrastructure support vital for companies to optimize the emerging opportunities in India.

(ii) The main objects of the Petitioner Company are as follows:

“1. To facilitate trade, investment and global partnerships between UK and India and be the leading UK India business membership organization to increase the level of trade, investment and global partnerships.

2. To be the voice of business within government by engaging at a senior level on strategic issues that impact on UK India business relations and to contribute towards creating and sustaining an environment in which free-trade and investment flourishes.

3. To provide consultancy services, resources, knowledge and infrastructure support vital for companies to make the most of emerging opportunities in India.”

A certified true copy of the Memorandum of Association and Articles of Association is attached as Annexure- B to the Petition.

(iii) The Authorised, Issued and Paid-up Share Capital of the Petitioner Company as on as on 31.03.2023, and provisional financial statements as on 31.12.2023 is as follows;

(iv) Article No. 4 of Articles of Association empowers the Petitioner Company to reduce its Capital. The extracts of the said Article is given hereunder:

4. The share capital of the company shall be such amounts and be divided into such shares as may, from time to time, be provided in clause 5th of the Memorandum of Association with power to increase or reduce the capital in accordance with the company’s regulations and legislative provisions for the time being in force in that behalf with the powers to divide the share capital, whether original increased or decreased into several classes and attach thereto respectively such ordinary, preferential or special rights and conditions in such a manner as may for the time being be provided by the regulations of the company and allowed by law.

(v) Since, the Board of Directors of the Petitioner Company was of the view that the subscribed, issued and paid-up capital of the Petitioner Company amounting to Rs. 23,65,95,760/- (Rupees Twenty-Three Crores Sixty-Five Lakhs Ninety-Five Thousand Seven Hundred and Sixty only) divided into 2,36,59,576 (Two Crores Thirty-Six Lakhs Fifty-Nine Thousand and Five Hundred and Seventy-Six only) Equity shares of Rs. 10/- each, reflects excess share-capital issued by the Petitioner Company than required for the continued operations or the wants of the Petitioner Company.

(vi) The Petitioner Company in order to ref