In re Bennett Alumni Association (NCLT Allahabad)
The application was filed by Bennett Alumni Association Ltd., a Section 8 company, under Sections 230(1), 66 and 18 of the Companies Act, 2013, seeking approval of a Scheme for reduction of share capital, conversion from a company limited by shares into a company limited by guarantee without share capital, and dispensation of shareholders’ meetings.
The Applicant Company was incorporated on 21.10.2022 to undertake various alumni-related activities connected with Bennett University, including professional networking, academic support, fundraising, scholarships, research collaboration and social initiatives. The company had an authorized, issued, subscribed and paid-up share capital of ₹1 lakh divided into 10,000 equity shares. All four shareholders had provided written consent through affidavits to the proposed scheme.
According to the scheme, the company proposed to reduce its paid-up share capital to nil and convert itself into a company limited by guarantee without share capital. The company stated that its objectives were based on principles of mutuality and fiduciary responsibility for the benefit of alumni, without any business interest. It contended that a guarantee structure was more appropriate because it would avoid creation of property rights while carrying out alumni-related activities. The scheme also contemplated induction of Bennett University as a member and proposed guarantee contributions aggregating ₹1 lakh.
