In re Western Up Tollway Private Limited (NCLT Delhi)
Summary: The National Company Law Tribunal, New Delhi, sanctioned the Scheme of Arrangement proposed by Western Up Tollway Private Limited under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Scheme provides for reduction and reorganisation of the Company’s equity share capital and reserves.
Western Up Tollway Private Limited was originally incorporated on 20.04.2005 as a public limited company under the erstwhile Companies Act, 1956 and was converted into a private limited company with effect from 04.03.2024. The Company operates and maintains a 77.8 Km four-lane highway connecting Meerut and Muzaffarnagar under a concession agreement with the National Highways Authority of India. Its entire share capital is held by Cube Highways Trust.
The Board of Directors approved the Scheme on 28.07.2025, with the Appointed Date proposed as 01.07.2025. The stated rationale included adjustment of accumulated losses against securities premium, deemed capital contribution and Equity Component-NCDs, reduction of equity share capital by cancellation of shares and repayment of the current value of equity shares to the Parent Entity, and adjustment of part of the equity share capital against accumulated losses.
The Tribunal had earlier, by order dated 07.10.2025, dispensed with meetings of the equity shareholders, secured creditors and unsecured creditors. The sole equity shareholder had given its consent and unsecured creditors representing more than 92% of the outstanding debt had furnished consent affidavits.
